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, 2016
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 – 2016 – CPFL Energia S.A. 

Version: 1

 

Summary

 

Registration data

1.     General information

2

2.     Address

3

3.     Securities

4

4.     Auditor information

5

5.     Share register

6

6.     Investor relations officer

7

7.     Shareholders’ department

8

 

 

 

1


 


 

Registration Form – 2016 – CPFL Energia S.A. 

Version: 1

 

a)     General information

 

Company name:  CPFL ENERGIA S.A. 
Date of adoption of company name:  08/06/2002 
Type:  publicly-held Corporation 
Previous company name:  Draft II Participações S.A 
Date of incorporation:  03/20/1998 
CNPJ (Corporate Taxpayer ID):  02.429.144/0001-93 
CVM code:  1866-0 
CVM registration date:  05/18/2000 
CVM registration status:  Active 
Status starting date:  05/18/2000 
Country:  Brazil 
Country in which the securities   
are held in custody:  Brazil 
Other countries in which the securities can be traded 
Country  Date of admission 
United States  09/29/2004 
 
Sector of activity:  Holding company (Electric Energy) 
Description of activity:  Holding company 
Issuer’s category:  Category A 
Date of registration in the current category:  01/01/2010 
Issuer’s status:  Operating 
Status starting date:  05/18/2000 
Type of ownership control:  Private Holding 
Date of last change in ownership control:  11/30/2009 
Date of last change of fiscal year:   
Month/day of the end of fiscal year:  12/31 
Issuer´s web address:  www.cpfl.com.br 
Newspaper or media where issuer discloses its information: 

 

Newspaper or media

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

 

 

 

2


 


 

Registration Form – 2016 – CPFL Energia S.A. 

Version: 1

 

b)    Address

 

Registered Office 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]

 

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

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

 

 

 

3


 


 

Registration Form – 2016 – CPFL Energia S.A. 

Version: 1

 

c)    Securities

 

Share   trading

Trading mkt                              Stock exchange

Managing entity            BM&FBOVESPA

Start date                                 09/29/2004

End date          

Trading segment                       New Market

Start date                                 9/29/2004

End date

                                                                                             

Debenture trading

Trading mkt                              Organized market

Managing entity            CETIP

Start date                                 05/18/2000

End date          

Trading segment                       Traditional

Start date                                 05/19/2000

End date

 

 

 

4


 


 

Registration Form – 2016 – CPFL Energia S.A. 

Version: 1

 

d)    Auditor information

Does the issuer have an auditor?  Yes 
CVM code:  385-9 
Type of auditor:  Brazilian firm 
Independent auditor:  Deloitte Touche Tomatsu Auditores Independentes 
CNPJ (Corporate Taxpayer ID):  49.928.567/0001-11 
Period of service:  03/12/2012 
Partner in charge  Marcelo Magalhães Fernandes 
Period of service  03/12/2012 
CPF (Individual Taxpayer ID)  110.931.498-17 

 

 

 

 

5


 


 

Registration Form – 2016 – CPFL Energia S.A. 

Version: 1

 

Share register

 

Does the company have a service provider:  Yes 
Corporate name:  Banco do Brasil 
CNPJ:  00.000.000/0001-91 
Period of service:  01/01/2011 
Address:   

 

Rua Lélio Gama, 105 – 38º floor, Gecin, Centro, Rio de Janeiro, RJ, Brazil, zip code: 20031-080, Telephone (021) 38083551, Fax: (021) 38086088, email: [email protected]

 

 

6


 


 

Registration Form – 2016 – CPFL Energia S.A. 

Version: 1

 

e)     Investor relations officer

Name:  Gustavo Estrella 
  Investor Relations Officer 
CPF/CNPJ:  037.234.097-09 
Address:   

 

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

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

 

Date when the officer assumed the position:                 02/27/2013

Date when the officer left the position:

 

 

 

7


 


 

Registration Form – 2016 – CPFL Energia S.A. 

Version: 1

 

f)      Shareholders’ department

 

Contact  Eduardo Atsushi Takeiti 
Date when the officer assumed the position:  12/13/2011 
Date when the officer left the position:  10/05/2014 
 
Contact  Leandro José Cappa de Oliveira 
Date when the officer assumed the position:  10/06/2014 
Date when the officer left the position:   

    

 

 

Address:

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

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

 

 

8


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

Table of Contents   
Company Data   
Capital Composition  1 
Dividends  2 
Individual Financial Statements   
Statement of Financial Position - Assets  3 
Statement of Financial Position - Liabilities and Equity  4 
Statement of Income  5 
Statement of Comprehensive Income  6 
Statement of Cash Flows – Indirect Method  7 
Statement of Changes in Equity   
01/01/2015 to 12/31/2015  8 
01/01/2014 to 12/31/2014  9 
01/01/2013 to 12/31/2013  10 
Statement of Value Added  11 
Consolidated Financial Statements   
Statement of Financial Position - Assets  12 
Statement of Financial Position - Liabilities and Equity  13 
Statement of Income  14 
Statement of Comprehensive Income  15 
Statement of Cash Flows - Indirect Method  16 
Statement of Changes in Equity   
01/01/2015 to 12/31/2015  17 
01/01/2014 to 12/31/2014  18 
01/01/2013 to 12/31/2013  19 
Statement of Value Added  20 
Management Report  21 
Notes to the Financial Statements  41 
Reports   
Independent Auditor’s Report - Unqualified  137 
Report of the Fiscal Council or Equivalent Body  139 
Officers’ Statement on the Financial Statements  140 
Officers’ Statement on the Independent Auditor’s Report  141 

 

 

 


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Company Data

Capital Composition

Number of Shares

(In units)

Last Fiscal Year 12/31/2015

Paid-in capital

 

Common

993,014,215

Preferred

0

Total

993,014,215

Treasury Stock

0

Common

0

Preferred

0

Total

0

 

 

 

 

1


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Company Data

Dividends

Event

Approval

Description

Beginning of payment

Type of share

Class of share

Amount per share

(Reais/share)

Board of Directors’ Meeting

03/16/2016

Dividend

 

ON

(Common shares)

 

0.20687

 

 

 

 

 

2


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Financial Position – Assets

 

(In thousands of Brazilian reais – R$)

 

 

 

 

             
 

Code

Description

Current Year
12/31/2015

Prior Year
12/31/2014

Prior Year
12/31/2013

 
 

1

Total assets

8,948,469

8,318,287

8,389,811

 
 

1.01

Current assets

1,795,763

1,792,189

1,720,232

 
 

1.01.01

Cash and cash equivalents

424,192

799,775

990,672

 
 

1.01.06

Taxes recoverable

72,885

49,070

29,874

 
 

1.01.06.01

Current taxes recoverable

72,885

49,070

29,874

 
 

1.01.08

Other current assets

1,298,686

943,344

699,686

 
 

1.01.08.03

Others

1,298,686

943,344

699,686

 
 

1.01.08.03.01

Other receivables

943

977

1,984

 
 

1.01.08.03.02

Dividends and interest on capital

1,227,590

942,367

697,702

 
 

1.01.08.03.03

Derivatives

70,153

-

-

 
 

1.02

Noncurrent assets

7,152,706

6,526,098

6,669,579

 
 

1.02.01

Long-term assets

211,432

234,239

248,623

 
 

1.02.01.06

Deferred taxes

140,389

150,628

165,798

 
 

1.02.01.06.02

Deferred tax assets

140,389

150,628

165,798

 
 

1.02.01.08

Receivables from related parties

2,814

12,089

8,948

 
 

1.02.01.08.02

Receivables from subsidiaries

2,814

12,089

8,948

 
 

1.02.01.09

Other noncurrent assets

68,229

71,522

73,877

 
 

1.02.01.09.03

Escrow deposits

630

546

91

 
 

1.02.01.09.05

Other receivables

14,919

15,819

14,389

 
 

1.02.01.09.07

Advance for future capital increase

52,680

55,157

59,397

 
 

1.02.02

Investments

6,940,036

6,290,998

6,419,924

 
 

1.02.02.01

Equity interests

6,940,036

6,290,998

6,419,924

 
 

1.02.02.01.02

Investments in subsidiaries

6,940,036

6,290,998

6,419,924

 
 

1.02.03

Property, plant and equipment

1,215

843

1,000

 
 

1.02.04

Intangible assets

23

18

32

 
 

1.02.04.01

Intangible assets

23

18

32

 
 

1.02.04.01.02

Other intangible assets

23

18

32

 
             

 

 

3


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Financial Position – Liabilities and Equity

 

(In thousands of Brazilian reais – R$)

       
             
 

Code

Description

Current Year
12/31/2015

Prior Year
12/31/2014

Prior Year
12/31/2013

 
 

2

Total liabilities

8,948,469

8,318,287

8,389,811

 
 

2.01

Current liabilities

1,206,708

1,338,488

46,245

 
 

2.01.01

Payroll and related taxes

-

-

10

 
 

2.01.01.02

Payroll taxes

-

-

10

 
 

2.01.01.02.01

Estimated payroll

-

-

10

 
 

2.01.02

Trade payables

1,157

790

1,127

 
 

2.01.02.01

Domestic suppliers

1,157

790

1,127

 
 

2.01.03

Taxes payable

747

1,859

359

 
 

2.01.03.01

Federal taxes

747

1,859

359

 
 

2.01.03.01.01

Income tax and social contribution

-

1,628

12

 
 

2.01.03.01.02

PIS (tax on revenue)

63

1

-

 
 

2.01.03.01.03

COFINS (tax on revenue)

391

3

47

 
 

2.01.03.01.04

Other federal taxes

293

227

300

 
 

2.01.04

Borrowings

973,252

1,304,406

12,438

 
 

2.01.04.01

Borrowings

973,252

-

-

 
 

2.01.04.01.01

Local currency

330,164

-

-

 
 

2.01.04.01.02

Foreign currency

643,088

-

-

 
 

2.01.04.02

Debentures

-

1,304,406

12,438

 
 

2.01.04.02.01

Interests on debentures

-

15,020

12,438

 
 

2.01.04.02.02

Debentures

-

1,289,386

-

 
 

2.01.05

Other liabilities

231,552

31,433

32,311

 
 

2.01.05.02

Others

231,552

31,433

32,311

 
 

2.01.05.02.01

Dividends and interest on capital payable

212,531

13,555

15,407

 
 

2.01.05.02.04

Derivatives

981

-

-

 
 

2.01.05.02.05

Other liabilities

18,040

17,878

16,904

 

 

2.02

Noncurrent liabilities

67,565

36,264

1,319,667

 
 

2.02.01

Borrowings

-

-

1,287,912

 
 

2.02.01.02

Debentures

-

-

1,287,912

 
 

2.02.02

Other liabilities

65,930

35,539

31,495

 
 

2.02.02.02

Others

65,930

35,539

31,495

 
 

2.02.02.02.04

Other payables

31,961

35,539

31,495

 
 

2.02.02.02.05

Provision for equity interest losses

33,969

-

-

 
 

2.02.04

Provisons

1,635

725

260

 
 

2.02.04.01

Tax, social security, labor and civil provisions

1,635

725

260

 
 

2.02.04.01.02

Social security and labor provisions

1,209

378

97

 
 

2.02.04.01.04

Civil provisions

426

347

163

 
 

2.03

Equity

7,674,196

6,943,535

7,023,899

 
 

2.03.01

Issued capital

5,348,312

4,793,424

4,793,424

 
 

2.03.02

Capital reserves

468,082

468,082

287,630

 
 

2.03.04

Earnings reserves

1,672,481

1,536,136

1,545,178

 
 

2.03.04.01

Legal reserve

694,058

650,811

603,352

 
 

2.03.04.02

Statutory reserve

978,423

885,325

265,037

 
 

2.03.04.08

Additional dividend proposed

-

-

567,802

 
 

2.03.04.10

Retained earnings reserve

-

-

108,987

 
 

2.03.08

Accumulated comprehensive income

185,321

145,893

397,667

 
 

2.03.08.01

Accumulated comprehensive income

185,321

145,893

397,667

 
             

 

 

4


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Individual Financial Statements

Statement of income

 

(In thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

 

 

 

Code

Description

Current Year

Prior Year

Prior Year

 
 

01/01/2015 to
12/31/2015

01/01/2014 to
12/31/2014

01/01/2013 to
12/31/2013

 
 

3.01

Revenue from sale of energy and/or services

1,157

61

1,649

 
 

3.03

Gross profit

1,157

61

1,649

 
 

3.04

Operating income (expenses)

897,040

985,010

1,000,153

 
 

3.04.02

General and administrative expenses

(29,911)

(26,175)

(22,626)

 
 

3.04.06

Share of profit (loss) of investees

926,951

1,011,185

1,022,779

 
 

3.05

Profit before finance income (costs) and taxes

898,197

985,071

1,001,802

 
 

3.06

Finance income (costs)

(22,948)

(25,464)

(26,860)

 
 

3.06.01

Finance income

74,854

117,855

57,637

 
 

3.06.02

Finance costs

(97,802)

(143,319)

(84,497)

 
 

3.07

Profit (loss) before taxes on income

875,249

959,607

974,942

 
 

3.08

Income tax and social contribution

(10,309)

(10,430)

(37,523)

 
 

3.08.01

Current

(70)

(23,266)

(25,910)

 
 

3.08.02

Deferred

(10,239)

12,836

(11,613)

 
 

3.09

Profit (loss) from continuing operations

864,940

949,177

937,419

 
 

3.11

Profit (loss) for the year

864,940

949,177

937,419

 
 

3.99.01.01

ON - common shares

1

1

1

 
 

3.99.02.01

ON - common shares

1

1

1

 
             

 

 

5


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Comprehensive Income

 

(In thousands of Brazilian reais – R$)

 

 

             
             
 

Code

Description

Current Year

Prior Year

Prior Year

 
 

01/01/2015 to
12/31/2015

01/01/2014 to
12/31/2014

01/01/2013 to
12/31/2013

 
 

4.01

Profit for the year

864,940

949,177

937,419

 
 

4.02

Other comprehensive income

65,548

(225,720)

460,226

 
 

4.02.01

Comprehensive income for the year of subsidiaries

65,548

(225,720)

460,226

 
 

4.03

Comprehensive income for the year

930,488

723,457

1,397,645

 
             

 

 

6


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Cash Flows – Indirect Method

 

(In thousands of Brazilian reais – R$)

 

 

 

 

             

 

Code

Description

Current year
01/01/2015 to
12/31/2015

Prior Year
01/01/2014 to
12/31/2014

Prior Year
01/01/2013 to
12/31/2013

 

 

6.01

Cash flows from operating activities

617,661

1,185,901

741,536

 
 

6.01.01

Cash generated from operations

44,553

91,513

33,695

 
 

6.01.01.01

Profit for the year, including income tax and social contribution

875,250

959,607

974,942

 
 

6.01.01.02

Depreciation and amortization

169

173

76

 
 

6.01.01.03

Provision for tax, civil and labor risks

1,497

640

267

 
 

6.01.01.04

Interest on debts, inflation adjusment and exchange rate changes

94,588

142,278

81,189

 
 

6.01.01.06

Share of profit (loss) of investees

(926,951)

(1,011,185)

(1,022,779)

 
 

6.01.02

Changes in assets and liabilities

573,108

1,094,388

707,841

 
 

6.01.02.01

Dividends and interest on capital received

627,014

1,248,982

792,146

 
 

6.01.02.02

Taxes recoverable

(12,350)

1,564

21,797

 
 

6.01.02.03

Escrow deposits

(48)

(444)

12,935

 
 

6.01.02.05

Other operating assets

933

(411)

(1,196)

 
 

6.01.02.06

Trade payables

366

(336)

(156)

 
 

6.01.02.07

Income tax and social contribution paid

(2,172)

(21,463)

(27,551)

 
 

6.01.02.08

Other taxes and social contributions

804

(389)

(147)

 
 

6.01.02.09

Interest paid on debts

(36,858)

(138,599)

(76,561)

 
 

6.01.02.10

Other operating liabilities

(3,907)

5,693

(435)

 
 

6.01.02.11

Tax, civil and labor risks paid

(674)

(209)

(12,991)

 
 

6.02

Net cash generated by (used in) investing activities

(532,392)

(389,988)

(64,830)

 
 

6.02.02

Purchases of property, plant and equipment

(535)

-

(345)

 
 

6.02.03

Securities

-

-

4,710

 
 

6.02.04

Purchases of intangible assets

(12)

(13)

-

 
 

6.02.06

Advance for future capital increase

(52,680)

(27,153)

(59,342)

 
 

6.02.07

Intragroup loans

10,845

(2,822)

(8,290)

 
 

6.02.08

Capital increase in existing investment

(490,010)

(360,000)

(1,563)

 
 

6.03

Net cash generated by (used in) financing activities

(460,853)

(986,810)

172,131

 
 

6.03.01

Repayment of principal of borrowings and debentures

(1,290,000)

-

(299,535)

 
 

6.03.02

Dividends and interest on capital paid

(850)

(986,810)

(815,514)

 
 

6.03.04

Borrowings and debentures raised

829,997

-

1,287,180

 
 

6.05

Increase (decrease) in cash and cash equivalents

(375,584)

(190,897)

848,837

 
 

6.05.01

Cash and cash equivalents at the beginning of the year

799,775

990,672

141,835

 
 

6.05.02

Cash and cash equivalents at the end of the year

424,191

799,775

990,672

 
             

 

 

7


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Changes in Equity – from January 1, 2015 to December 31, 2015

 

(In thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Code

Description

Paid-in capital

Capital reserves,
stock options and treasury stock

Earnings reserves

Retained earnings/accumulated losses

Other comprehensive income

Equity

 

 

5.01

Opening balances

4,793,424

468,082

1,536,136

-

145,892

6,943,534

 
 

5.03

Adjusted opening balances

4,793,424

468,082

1,536,136

-

145,892

6,943,534

 
 

5.04

Capital transactions with shareholders

554,888

-

(554,888)

(199,826)

-

(199,826)

 
 

5.04.01

Capital increase

554,888

-

(554,888)

-

-

-

 
 

5.04.08

Prescribed dividend

-

-

-

5,597

-

5,597

 
 

5.04.09

Dividend proposal approved

-

-

-

(205,423)

-

(205,423)

 
 

5.05

Total comprehensive income

-

-

-

864,940

65,548

930,488

 
 

5.05.01

Profit for the year

-

-

-

864,940

-

864,940

 
 

5.05.02

Other comprehensive income

-

-

-

-

65,548

65,548

 
 

5.06

Internal changes in equity

-

-

691,233

(665,114)

(26,119)

-

 
 

5.06.01

Recognition of reserves

-

-

43,247

(43,247)

-

-

 
 

5.06.05

Changes in statutory reserve in the year

-

-

647,986

(647,986)

-

-

 
 

5.06.09

Equity on comprehensive income of subsidiaries

-

-

-

26,119

(26,119)

-

 
 

5.07

Closing balances

5,348,312

468,082

1,672,481

-

185,321

7,674,196

 
                   

 

 

8


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Changes in Equity – from January 1, 2014 to December 31, 2014

 

(In thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Code

Description

Paid-in capital

Capital reserves, stock options and treasury stock

Earnings reserves

Retained earnings/accumulated losses

Other comprehensive income

Equity

 

 

5.01

Opening balances

4,793,424

287,630

1,545,177

-

397,668

7,023,899

 
 

5.03

Adjusted opening balances

4,793,424

287,630

1,545,177

-

397,668

7,023,899

 
 

5.04

Capital transactions with shareholders

-

180,452

(567,802)

(416,472)

-

(803,822)

 
 

5.04.08

Dividend proposal 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) in participation with no change in control

-

(207)

-

-

-

(207)

 
 

5.04.13

Business combination CPFL Renováveis / DESA

-

180,297

-

-

-

180,297

 
 

5.05

Total comprehensive income

-

-

-

949,177

(225,720)

723,457

 
 

5.05.01

Profit for the year

-

-

-

949,177

-

949,177

 
 

5.05.02

Other comprehensive income

-

-

-

-

(225,720)

(225,720)

 
 

5.05.02.03

Share of comprehensive income of subsidiaries and associates

-

-

-

-

(225,720)

(225,720)

 
 

5.06

Internal changes in equity

-

-

558,760

(532,705)

(26,055)

-

 
 

5.06.01

Recognition of reserves

-

-

47,459

(47,459)

-

-

 
 

5.06.04

Changes in 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 earnings retained investment

-

-

(108,987)

108,987

-

-

 
 

5.07

Closing balances

4,793,424

468,082

1,536,135

-

145,893

6,943,534

 
                   

 

 

9


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Changes in Equity – from January 1, 2013 to December 31, 2013

 

(In thousands of Brazilian reais – R$)

 

 

 

 
                   
 

Code

Description

Paid-in capital

Capital reserves, stock options and treasury stock

Earnings reserves

Retained earnings/accumulated losses

Other comprehensive income

Equity

 
 

5.01

Opening balances

4,793,424

228,322

1,339,286

56,293

(36,596)

6,380,729

 
 

5.03

Adjusted opening balances

4,793,424

228,322

1,339,286

56,293

(36,596)

6,380,729

 
 

5.04

Capital transactions with shareholders

-

59,308

111,896

(925,679)

-

(754,475)

 
 

5.04.06

Dividends

-

-

567,802

(567,802)

-

-

 
 

5.04.08

Prescribed dividends

-

-

-

5,172

-

5,172

 
 

5.04.09

Interim dividends

-

-

-

(363,049)

-

(363,049)

 
 

5.04.10

Dividend proposal approved

-

-

(455,906)

-

-

(455,906)

 
 

5.04.11

IPO - CPFL Renonváveis

-

59,308

-

-

-

59,308

 
 

5.05

Total comprehensive income

-

-

-

937,419

460,226

1,397,645

 
 

5.05.01

Profit for the year

-

-

-

937,419

-

937,419

 
 

5.05.02

Other comprehensive income

-

-

-

-

460,226

460,226

 
 

5.05.02.03

Share of comprehensive income of subsidiaries and associates

-

-

-

-

460,226

460,226

 
 

5.06

Internal changes in equity

-

-

93,995

(68,033)

(25,962)

-

 
 

5.06.01

Recognition of reserves

-

-

46,871

(46,871)

-

-

 
 

5.06.04

Comprehensive income of the year

-

-

(61,863)

61,863

-

-

 
 

5.06.05

Equity on comprehensive income of subsidiaries

-

-

-

25,962

(25,962)

-

 
 

5.06.07

Realization/reversal of earnings retained investment

-

-

108,987

(108,987)

-

-

 
 

5.07

Closing balances

4,793,424

287,630

1,545,177

-

397,668

7,023,899

 
                   

 

 

10


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Value Added

 

(In thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

 

 

 

Code

Description

Current Year
01/01/2015 to
12/31/2015

Prior Year
01/01/2014 to
12/31/2014

Prior Year
01/01/2013 to
12/31/2013

 

 

7.01

Revenues

1,821

81

2,162

 
 

7.01.01

Sales of goods and services

1,274

78

1,817

 
 

7.01.03

Revenues related to construction of own assets

547

3

345

 
 

7.02

Inputs purchased from thrid parties

(10,322)

(7,701)

(8,881)

 
 

7.02.02

Materials, energy, third-party services and others

(7,825)

(5,081)

(5,690)

 
 

7.02.04

Others

(2,497)

(2,620)

(3,191)

 
 

7.03

Gross value added

(8,501)

(7,620)

(6,719)

 
 

7.04

Retentions

(169)

(173)

(75)

 
 

7.04.01

Depreciation, amortization and depletion

(169)

(173)

(75)

 
 

7.05

Wealth created by the Company

(8,670)

(7,793)

(6,794)

 
 

7.06

Wealth received in transfer

1,011,012

1,141,740

1,095,519

 
 

7.06.01

Share of profit (loss) of investees

926,950

1,011,185

1,022,779

 
 

7.06.02

Finance income

84,062

130,555

72,740

 
 

7.07

Total wealth for distribution

1,002,342

1,133,947

1,088,725

 
 

7.08

Wealth distributed

1,002,342

1,133,947

1,088,725

 
 

7.08.01

Personnel and charges

16,938

15,507

11,362

 
 

7.08.01.01

Salaries and wages

9,963

8,455

8,209

 
 

7.08.01.02

Benefits

5,987

6,257

2,248

 
 

7.08.01.03

FGTS (Severance Pay Fund)

988

795

905

 
 

7.08.02

Taxes, fees and contributions

28,424

25,807

55,343

 
 

7.08.02.01

Federal

28,394

25,782

55,322

 
 

7.08.02.02

State

30

25

21

 
 

7.08.03

Lenders and lessors

92,040

143,456

84,601

 
 

7.08.03.01

Interest

91,918

143,318

84,475

 
 

7.08.03.02

Rentals

122

138

126

 
 

7.08.04

Shareholders

864,940

949,177

937,419

 
 

7.08.04.02

Dividends

566,680

281,430

843,424

 
 

7.08.04.03

Retained earnings / Loss for the year

298,260

667,747

93,995

 
             

 

 

11


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Financial Position – Assets

 

(In thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

 

 

 

 

Code

Description

Current Year
12/31/2015

Prior Year
12/31/2014

Prior Year
12/31/2013

 

 

1

Total assets

40,532,471

35,144,436

31,042,796

 
 

1.01

Current assets

12,508,652

9,214,704

7,264,323

 
 

1.01.01

Cash and cash equivalents

5,682,802

4,357,455

4,206,422

 
 

1.01.02

Financial investments

23,633

5,323

24,806

 
 

1.01.02.02

Financial investments at amortized cost

23,633

5,323

24,806

 
 

1.01.02.02.01

Held-to-maturity securities

23,633

5,323

24,806

 
 

1.01.03

Trade receivables

3,174,918

2,251,124

2,007,789

 
 

1.01.03.01

Consumers

3,174,918

2,251,124

2,007,789

 
 

1.01.04

Materials and supplies

24,129

18,506

21,625

 
 

1.01.06

Taxes recoverable

475,211

329,638

262,433

 
 

1.01.06.01

Current taxes recoverable

475,211

329,638

262,433

 
 

1.01.08

Other current assets

3,127,959

2,252,658

741,248

 
 

1.01.08.03

Others

3,127,959

2,252,658

741,248

 
 

1.01.08.03.01

Other receivables

922,542

1,011,495

673,383

 
 

1.01.08.03.02

Derivatives

627,493

23,260

1,842

 
 

1.01.08.03.03

Leases

12,883

12,395

10,758

 
 

1.01.08.03.04

Dividends and interest on capital

91,392

54,483

55,265

 
 

1.01.08.03.05

Concession financial asset

9,630

540,094

-

 
 

1.01.08.03.06

Sector financial asset

1,464,019

610,931

-

 
 

1.02

Noncurrent assets

28,023,819

25,929,732

23,778,473

 
 

1.02.01

Long-term assets

8,392,634

6,751,305

6,280,045

 
 

1.02.01.03

Trade receivables

128,946

123,405

153,854

 
 

1.02.01.03.01

Consumers

128,946

123,405

153,854

 
 

1.02.01.06

Deferred taxes

334,886

938,496

1,168,706

 
 

1.02.01.06.02

Deferred tax assets

334,886

938,496

1,168,706

 
 

1.02.01.08

Receivables from related parties

84,265

100,666

86,655

 
 

1.02.01.08.03

Receivables from owners of the Company

84,265

100,666

86,655

 
 

1.02.01.09

Other noncurrent assets

7,844,537

5,588,738

4,870,830

 
 

1.02.01.09.03

Derivatives

1,651,260

584,917

316,648

 
 

1.02.01.09.04

Escrow deposits

1,227,527

1,162,477

1,143,179

 
 

1.02.01.09.05

Taxes recoverable

167,159

144,383

173,362

 
 

1.02.01.09.06

Leases

34,504

35,169

37,817

 
 

1.02.01.09.07

Concession financial asset

3,597,474

2,834,522

2,787,073

 
 

1.02.01.09.09

Investments at cost

116,654

116,654

116,654

 
 

1.02.01.09.10

Other receivables

560,014

388,828

296,097

 
 

1.02.01.09.11

Sector financial asset

489,945

321,788

-

 
 

1.02.02

Investments

1,247,631

1,098,769

1,032,681

 
 

1.02.02.01

Equity interests

1,247,631

1,098,769

1,032,681

 
 

1.02.02.01.04

Other equity interests

1,247,631

1,098,769

1,032,681

 
 

1.02.03

Property, plant and equipment

9,173,217

9,149,486

7,717,419

 
 

1.02.03.01

PP&E - in service

8,499,051

8,761,398

6,748,593

 
 

1.02.03.03

PP&E - in progress

674,166

388,088

968,826

 
 

1.02.04

Intangible assets

9,210,337

8,930,172

8,748,328

 
 

1.02.04.01

Intangible assets

9,210,337

8,930,172

8,748,328

 
             

 

 

12


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Financial Position – Liabilities and Equity

 

(In thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

 

 

 

 

Code

Description

Current Year
12/31/2015

Prior Year
12/31/2014

Prior Year
12/31/2013

 

 

2

Total liabilities

40,532,471

35,144,436

31,042,796

 
 

2.01

Current liabilities

9,524,873

7,417,104

4,905,531

 
 

2.01.01

Payroll and related taxes

79,924

70,251

67,633

 
 

2.01.01.02

Payroll taxes

79,924

70,251

67,633

 
 

2.01.01.02.01

Estimated payroll

79,924

70,251

67,633

 
 

2.01.02

Trade payables

3,161,210

2,374,147

1,884,693

 
 

2.01.02.01

Domestic suppliers

3,161,210

2,374,147

1,884,693

 
 

2.01.03

Taxes payable

653,342

436,267

318,063

 
 

2.01.03.01

Federal taxes

265,126

166,527

196,884

 
 

2.01.03.01.01

Income tax and social contribution

43,249

57,547

92,431

 
 

2.01.03.01.02

PIS (tax on revenue)

33,199

15,096

14,256

 
 

2.01.03.01.03

COFINS (tax on revenue)

159,317

69,701

64,778

 
 

2.01.03.01.04

Other federal taxes

29,361

24,183

25,419

 
 

2.01.03.02

State taxes

384,151

266,493

117,905

 
 

2.01.03.02.01

ICMS (state VAT)

384,151

266,493

117,905

 
 

2.01.03.03

Municipal taxes

4,065

3,247

3,274

 
 

2.01.03.03.01

Other municipal taxes

4,065

3,247

3,274

 
 

2.01.04

Borrowings

3,640,314

3,526,208

1,837,462

 
 

2.01.04.01

Borrowings

2,949,922

1,191,025

1,640,456

 
 

2.01.04.01.01

In local currency

1,287,278

1,047,191

1,582,742

 
 

2.01.04.01.02

In foreign currency

1,662,644

143,834

57,714

 
 

2.01.04.02

Debentures

690,392

2,335,183

197,006

 
 

2.01.04.02.01

Debentures

458,165

2,042,075

34,872

 
 

2.01.04.02.02

Interest on debentures

232,227

293,108

162,134

 
 

2.01.05

Other liabilities

1,990,083

1,010,231

797,680

 
 

2.01.05.02

Others

1,990,083

1,010,231

797,680

 
 

2.01.05.02.01

Dividends and interest on capital payable

221,855

19,086

21,224

 
 

2.01.05.02.04

Derivatives

981

38

-

 
 

2.01.05.02.05

Private pension plan

802

85,374

76,810

 
 

2.01.05.02.06

Regulatory charges

852,017

43,795

32,379

 
 

2.01.05.02.07

Use of public asset

9,457

4,000

3,738

 
 

2.01.05.02.08

Other payables

904,971

835,940

663,529

 
 

2.01.05.02.09

Sector financial liability

-

21,998

-

 
 

2.02

Noncurrent liabilities

20,877,460

18,330,004

17,338,547

 
 

2.02.01

Borrowings

18,092,904

15,623,751

15,183,936

 
 

2.02.01.01

Borrowings

11,712,865

9,487,351

7,589,540

 
 

2.02.01.01.01

In local currency

6,438,701

6,192,973

5,638,800

 
 

2.02.01.01.02

In foreign currency

5,274,164

3,294,378

1,950,740

 
 

2.02.01.02

Debentures

6,380,039

6,136,400

7,594,396

 
 

2.02.01.02.01

Debentures

6,363,553

6,136,400

7,562,219

 
 

2.02.01.02.02

Interest on debentures

16,486

-

32,177

 
 

2.02.02

Other liabilities

782,427

797,093

569,469

 
 

2.02.02.02

Others

782,427

797,093

569,469

 
 

2.02.02.02.03

Derivatives

33,205

13,317

2,950

 
 

2.02.02.02.04

Private pension plan

474,318

518,386

350,640

 
 

2.02.02.02.05

Taxes, fees and contributions

-

-

32,555

 
 

2.02.02.02.06

Use of public asset

83,124

80,992

79,438

 
 

2.02.02.02.07

Other payables

191,147

183,766

103,886

 
 

2.02.02.02.08

Trade payables

633

632

-

 
 

2.02.03

Deferred taxes

1,432,594

1,401,009

1,117,146

 
 

2.02.03.01

Deferred income tax and social contribution

1,432,594

1,401,009

1,117,146

 
 

2.02.04

Provisions

569,535

508,151

467,996

 
 

2.02.04.01

Tax, social security, labor and civil provisions

569,535

508,151

467,996

 
 

2.02.04.01.01

Tax provisions

184,362

171,119

174,568

 
 

2.02.04.01.02

Social security and labor provisions

171,990

125,641

119,707

 
 

2.02.04.01.04

Civil provisions

194,530

185,741

149,735

 
 

2.02.04.01.05

Others

18,653

25,650

23,986

 
 

2.03

Consolidated equity

10,130,138

9,397,328

8,798,718

 
 

2.03.01

Issued capital

5,348,312

4,793,424

4,793,424

 
 

2.03.02

Capital reserves

468,082

468,082

287,630

 
 

2.03.04

Earnings reserves

1,672,481

1,536,136

1,545,177

 
 

2.03.04.01

Legal reserve

694,058

650,811

603,352

 
 

2.03.04.02

Statutory reserve

978,423

885,325

265,037

 
 

2.03.04.08

Additional dividend proposed

-

-

567,801

 
 

2.03.04.10

Retained earnings reserve

-

-

108,987

 
 

2.03.08

Other comprehensive income

185,321

145,892

397,668

 
 

2.03.09

Noncontrolling interests

2,455,942

2,453,794

1,774,819

 
             

 

 

13


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of income

 

(In thousands of Brazilian reais – R$)

   
             
 

Code

Description

Current Year
01/01/2015 to
12/31/2015

Prior Year
01/01/2014 to
12/31/2014

Prior Year
01/01/2013 to
12/31/2013

 
 

3.01

Revenue from sale of energy and/or services

20,205,869

17,305,942

14,633,856

 
 

3.02

Cost of sales and/or services

(16,268,044)

(13,261,541)

(10,673,721)

 
 

3.02.01

Cost of electric energy

(13,311,747)

(10,643,130)

(8,196,687)

 
 

3.02.02

Cost of operation

(1,907,197)

(1,672,359)

(1,467,516)

 
 

3.02.03

Cost of services rendered to third parties

(1,049,100)

(946,052)

(1,009,518)

 
 

3.03

Gross profit

3,937,825

4,044,401

3,960,135

 
 

3.04

Operating income (expenses)

(1,468,851)

(1,444,643)

(1,469,492)

 
 

3.04.01

Selling expenses

(464,583)

(402,698)

(376,597)

 
 

3.04.02

General and administrative expenses

(863,499)

(773,630)

(928,614)

 
 

3.04.05

Other operating expenses

(357,654)

(327,999)

(285,149)

 
 

3.04.06

Share of profit (loss) of investees

216,885

59,684

120,868

 
 

3.05

Profit before finance income (costs) and taxes

2,468,974

2,599,758

2,490,643

 
 

3.06

Finance income (costs)

(1,014,520)

(1,089,454)

(971,443)

 
 

3.06.01

Finance income

1,558,047

890,436

699,208

 
 

3.06.02

Finance costs

(2,572,567)

(1,979,890)

(1,670,651)

 
 

3.07

Profit (loss) before taxes on income

1,454,454

1,510,304

1,519,200

 
 

3.08

Income tax and social contribution

(579,177)

(623,861)

(570,164)

 
 

3.08.01

Current

(12,860)

(466,021)

(521,981)

 
 

3.08.02

Deferred

(566,317)

(157,840)

(48,183)

 
 

3.09

Profit (loss) from continuing operations

875,277

886,443

949,036

 
 

3.11

Consolidated profit (loss) for the year

875,277

886,443

949,036

 
 

3.11.01

Attributable to owners of the Company

864,940

949,177

937,419

 
 

3.11.02

Attributable to noncontrolling interests

10,337

(62,734)

11,617

 
             

 

 

14


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Comprehensive Income

 

(In thousands of Brazilian reais – R$)

 

 

             
 

Code

Description

Current Year
01/01/2015 to
12/31/2015

Prior Year
01/01/2014 to
12/31/2014

Prior Year
01/01/2013 to
12/31/2013

 
 

4.01

Consolidated profit for the year

875,277

886,443

949,036

 
 

4.02

Other comprehensive income

65,548

(225,719)

460,226

 
 

4.02.03

Actuarial gains (losses), net of tax effects

65,548

(225,719)

460,226

 
 

4.03

Consolidated comprehensive income for the year

940,825

660,724

1,409,262

 
 

4.03.01

Attributtable to owners of the Company

930,488

723,457

1,397,645

 
 

4.03.02

Attributable to noncontrolling interests

10,337

(62,733)

11,617

 
             

 

 

15


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Cash Flows – Indirect Method

 

(In thousands of Brazilian reais – R$)

       
             
 

Code

Description

YTD Current Year
01/01/2015 to
12/31/2015

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

YTD Prior Year
01/01/2013 to
12/31/2013

 
 

6.01

Cash flows from operating activities

2,557,974

1,592,573

2,517,546

 
 

6.01.01

Cash generated from operations

4,551,471

4,462,978

4,226,977

 
 

6.01.01.01

Profit for the year, including income tax and social contribution

1,454,454

1,510,304

1,519,200

 
 

6.01.01.02

Depreciation and amortization

1,279,902

1,159,964

1,055,230

 
 

6.01.01.03

Provision for tax, civil and labor risks

258,539

191,228

316,787

 
 

6.01.01.04

Interest on debts, inflation adjustment and exchange rate changes

1,519,819

1,486,061

1,294,281

 
 

6.01.01.05

Private pension plan

60,184

48,165

61,665

 
 

6.01.01.06

Loss on disposal of noncurrent assets

16,309

20,726

7,248

 
 

6.01.01.07

Deferred taxes - PIS and COFINS

19,138

24,946

28,328

 
 

6.01.01.08

Others

(5,824)

(2,431)

(5,218)

 
 

6.01.01.09

Allowance for doubtful debts

126,879

83,699

70,324

 
 

6.01.01.10

Share of profit (loss) of investees

(216,885)

(59,684)

(120,868)

 
 

6.01.01.11

Impairment

38,956

-

-

 
 

6.01.02

Changes in assets and liabilities

(1,993,497)

(2,870,405)

(1,709,431)

 
 

6.01.02.01

Consumers, concessionaires and licensees

(1,055,143)

(265,103)

129,731

 
 

6.01.02.02

Taxes recoverable

(62,041)

(134)

42,176

 
 

6.01.02.03

Leases

-

-

1,648

 
 

6.01.02.04

Escrow deposits

22,827

65,732

101,310

 
 

6.01.02.05

Sector financial asset

(858,860)

(932,719)

-

 
 

6.01.02.06

Receivables - amounts from the Energy Development Account - CDE / CCEE

181,141

(352,379)

(145,571)

 
 

6.01.02.07

Other operating assets

(126,523)

(41,665)

(30,725)

 
 

6.01.02.08

Trade payables

787,063

470,982

191,089

 
 

6.01.02.09

Income tax and social contribution paid

(276,061)

(552,070)

(559,879)

 
 

6.01.02.10

Other taxes and social contributions

412,703

193,357

(130,405)

 
 

6.01.02.11

Other liabilities with private pension plan

(112,172)

(118,897)

(85,546)

 
 

6.01.02.12

Interest paid on debts and debentures

(1,595,649)

(1,333,570)

(1,093,465)

 
 

6.01.02.13

Regulatory charges

808,223

11,415

(78,397)

 
 

6.01.02.14

Other operating liabilities

107,931

84,467

10,820

 
 

6.01.02.15

Tax, civil and labor risks paid

(247,512)

(188,000)

(184,070)

 
 

6.01.02.16

Dividends and interest on capital received

24,050

40,374

112,607

 
 

6.01.02.17

Sector financial liability

(23,170)

21,998

-

 
 

6.01.02.18

Payables - CDE

19,696

25,807

9,246

 
 

6.02

Net cash generated by (used in) investing activities

(1,524,894)

(933,007)

(1,694,539)

 
 

6.02.02

Purchases of property, plant and equipment

(550,003)

(345,049)

(882,588)

 
 

6.02.03

Securities, pledges and restricted deposits

(147,914)

(7,839)

41,392

 
 

6.02.05

Purchases of intangible assets

(877,793)

(716,818)

(852,248)

 
 

6.02.07

Sale of noncurrent assets

10,586

43,024

80,945

 
 

6.02.10

Others

-

-

(584)

 
 

6.02.11

Payment of amount for business combination

10,454

-

-

 
 

6.02.12

Intragroup loans

29,776

949

(81,456)

 
 

6.02.13

Increase in equity interest in existing investment

-

(45,445)

-

 
 

6.02.14

Business combination, net of cash acquired

-

70,829

-

 
 

6.02.15

Repayment of advances to suppliers

-

67,342

-

 
 

6.03

Net cash generated by (used in) financing activities

292,267

(508,533)

948,381

 
 

6.03.01

Borrowings and debentures raised

4,532,167

3,186,384

5,958,322

 
 

6.03.02

Repayment of principal of borrowings and debentures

(4,037,685)

(2,559,771)

(4,499,451)

 
 

6.03.03

Dividends and interest on capital paid

(5,204)

(1,016,641)

(838,990)

 
 

6.03.04

Business combination payment

(61,709)

-

-

 
 

6.03.06

Repayment of derivative instruments

(135,309)

(119,628)

-

 
 

6.03.07

IPO of subsidiary

-

-

328,500

 
 

6.03.08

Capital increase by noncontrolling interests

7

1,123

-

 
 

6.05

Increase (decrease) in cash and cash equivalents

1,325,347

151,033

1,771,388

 
 

6.05.01

Cash and cash equivalents at the beginning of the year

4,357,455

4,206,422

2,435,034

 
 

6.05.02

Cash and cash equivalents at the end of the year

5,682,802

4,357,455

4,206,422

 
             

 

 

16


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Changes in Equity – from January 1, 2015 to December 31, 2015

 

(In thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Code

Description

Paid-in capital

Capital reserves, stock options and treasury stock

Earnings reserves

Retained earnings/
accumulated losses

Other comprehensive income

Equity

Noncontrolling interests

Consolidated equity

 

 

5.01

Opening balances

4,793,424

468,082

1,536,136

-

145,892

6,943,534

2,453,795

9,397,329

 
 

5.03

Adjusted opening balances

4,793,424

468,082

1,536,136

-

145,892

6,943,534

2,453,795

9,397,329

 
 

5.04

Capital transactions with shareholders

554,888

-

(554,888)

(199,826)

-

(199,826)

(8,140)

(207,966)

 
 

5.04.01

Capital increase

554,888

-

(554,888)

-

-

-

-

-

 
 

5.04.08

Prescribed dividends

-

-

-

5,597

-

5,597

-

5,597

 
 

5.04.09

Dividend proposal approved

-

-

-

(205,423)

-

(205,423)

(8,147)

(213,570)

 
 

5.04.10

Capital increase in subsidiaries with no change in control

-

-

-

-

-

-

7

7

 
 

5.05

Total comprehensive income

-

-

-

864,940

65,548

930,488

10,337

940,825

 
 

5.05.01

Profit for the year

-

-

-

864,940

-

864,940

10,337

875,277

 
 

5.05.02

Other comprehensive income

-

-

-

-

65,548

65,548

-

65,548

 
 

5.06

Internal changes in equity

-

-

691,233

(665,114)

(26,119)

-

(50)

(50)

 
 

5.06.01

Recognition of reserves

-

-

43,247

(43,247)

-

-

-

-

 
 

5.06.05

Changes in statutory reserve in the year

-

-

647,986

(647,986)

-

-

-

-

 
 

5.06.06

Realization of deemed cost of property, plant and equipment

-

-

-

39,574

(39,574)

-

-

-

 
 

5.06.07

Tax on realization of deemed cost

-

-

-

(13,455)

13,455

-

-

-

 
 

5.06.09

Other changes in noncontrolling interests

-

-

-

-

-

-

(50)

(50)

 
 

5.07

Closing balances

5,348,312

468,082

1,672,481

-

185,321

7,674,196

2,455,942

10,130,138

 
                       

 

 

17


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Changes in Equity – from January 1, 2014 to December 31, 2014

 

(In thousands of Brazilian reais – R$)

   
                       
 

Code

Description

Paid-in capital

Capital
reserves,
stock options and
treasury stock

Earnings reserves

Retained earnings/
accumulated losses

Other comprehensive income

Equity

Noncontrolling interests

Consolidated equity

 
 

5.01

Opening balances

4,793,424

287,630

1,545,177

-

397,668

7,023,899

1,774,818

8,798,717

 
 

5.03

Adjusted opening balances

4,793,424

287,630

1,545,177

-

397,668

7,023,899

1,774,818

8,798,717

 
 

5.04

Capital transactions with 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 proposal 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

Total comprehensive income

-

-

-

949,177

(225,720)

723,457

(62,733)

660,723

 
 

5.05.01

Profit for the year

-

-

-

949,177

-

949,177

(62,733)

886,443

 
 

5.05.02

Other comprehensive income

-

-

-

-

(225,720)

(225,720)

-

(225,720)

 
 

5.05.02.06

Other comprehensive income: actuarial gains

-

-

-

-

(225,720)

(225,720)

-

(225,720)

 
 

5.06

Internal changes in equity

-

-

558,760

(532,705)

(26,055)

-

(33)

(33)

 
 

5.06.01

Recognition of reserves

-

-

47,459

(47,459)

-

-

-

-

 
 

5.06.05

Changes in statutory reserve in the year

-

-

620,288

(620,288)

-

-

-

-

 
 

5.06.06

Realization of deemed cost of property, plant and equipment

-

-

-

39,478

(39,478)

-

-

-

 
 

5.06.07

Tax on realization of deemed cost

-

-

-

(13,423)

13,423

-

-

-

 
 

5.06.08

Realization/reversal of earnings retained investment

-

-

(108,987)

108,987

-

-

-

-

 
 

5.06.09

Other changes in non-controlling shareholders

-

-

-

-

-

-

(33)

(33)

 
 

5.07

Closing balances

4,793,424

468,082

1,536,135

-

145,893

6,943,534

2,440,978

9,384,512

 
                       

 

 

18


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Changes in Equity – from January 1, 2013 to December 31, 2013

 

(In thousands of Brazilian reais – R$)

 
                       
 

Code

Description

Paid in capital

Capital
reserves,
stock options and
treasury stock

Earnings reserves

Retained earnings/
accumulated losses

Other comprehensive income

Equity

Noncontrolling interests

Consolidated equity

 
 

5.01

Opening balances

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 balances

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 with shareholders

-

59,308

111,896

(925,679)

-

(754,475)

252,868

(501,607)

 
 

5.04.06

Dividends

-

-

567,802

(567,802)

-

-

-

-

 
 

5.04.08

Prescribed dividends

-

-

-

5,172

-

5,172

-

5,172

 
 

5.04.09

Interim dividends

-

-

-

(363,049)

-

(363,049)

(2,301)

(365,350)

 
 

5.04.10

Dividend proposal 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

Noncontrolling interests' capital increase 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

Profit for the year

-

-

-

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 in equity

-

-

93,995

(68,033)

(25,962)

-

(65)

(65)

 
 

5.06.01

Recognition of reserves

-

-

46,871

(46,871)

-

-

-

-

 
 

5.06.04

Changes in statutory reserve in the year

-

-

(61,863)

61,863

-

-

-

-

 
 

5.06.06

Realization of deemed cost of fixed assets

-

-

-

25,962

(25,962)

-

-

-

 
 

5.06.07

Other changes in non-controlling shareholders

-

-

-

-

-

-

(65)

(65)

 
 

5.06.08

Changes in the reserve of retained earnings

-

-

108,987

(108,987)

-

-

-

-

 
 

5.07

Closing balances

4,793,424

287,630

1,545,177

-

397,666

7,023,897

1,774,821

8,798,718

 
                       

 

 

19


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Value Added

 

(In thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

 

 

 

Code

Description

Current Year
01/01/2015 to
12/31/2015

Prior Year
01/01/2014 to
12/31/2014

Prior Year
01/01/2013 to
12/31/2013

 

 

7.01

Revenues

34,377,361

23,057,172

20,202,380

 
 

7.01.01

Sales of goods and services

32,862,289

21,851,381

18,334,968

 
 

7.01.02

Other revenues

1,046,669

944,997

1,004,399

 
 

7.01.02.01

Revenue from construction of distribution infrastructure

1,046,669

944,997

1,004,399

 
 

7.01.03

Revenues related to construction of own assets

595,282

344,492

933,337

 
 

7.01.04

Recognition (reversal) of allowance for doubtful debts

(126,879)

(83,698)

(70,324)

 
 

7.02

Inputs purchased from third parties

(17,590,769)

(14,092,481)

(12,112,642)

 
 

7.02.01

Cost of sales and services

(14,749,957)

(11,780,445)

(9,125,580)

 
 

7.02.02

Materials, energy, third-party services and others

(2,238,817)

(1,866,059)

(2,382,950)

 
 

7.02.04

Others

(601,995)

(445,977)

(604,112)

 
 

7.03

Gross value added

16,786,592

8,964,691

8,089,738

 
 

7.04

Retentions

(1,281,726)

(1,160,714)

(1,057,264)

 
 

7.04.01

Depreciation, amortization and depletion

(979,062)

(875,696)

(760,287)

 
 

7.04.02

Others

(302,664)

(285,018)

(296,977)

 
 

7.04.02.01

Amortization of concession intangible asset

(302,664)

(285,018)

(296,977)

 
 

7.05

Wealth created by the Company

15,504,866

7,803,977

7,032,474

 
 

7.06

Wealth received in transfer

1,861,444

962,928

843,978

 
 

7.06.01

Share of profit (loss) of investees

216,885

59,684

120,868

 
 

7.06.02

Finance income

1,644,559

903,244

723,110

 
 

7.07

Total wealth for distribution

17,366,310

8,766,905

7,876,452

 
 

7.08

Wealth distributed

17,366,310

8,766,905

7,876,452

 
 

7.08.01

Personnel and charges

905,103

814,979

748,258

 
 

7.08.01.01

Salaries and wages

562,082

500,471

460,477

 
 

7.08.01.02

Benefits

298,738

275,322

251,652

 
 

7.08.01.03

FGTS (Severance Pay Fund)

44,283

39,186

36,129

 
 

7.08.02

Taxes, fees and contributions

12,910,440

5,044,467

4,421,938

 
 

7.08.02.01

Federal

8,207,474

1,916,922

1,625,798

 
 

7.08.02.02

State

4,688,978

3,109,743

2,782,086

 
 

7.08.02.03

Municipal

13,988

17,802

14,054

 
 

7.08.03

Lenders and lessors

2,675,490

2,021,016

1,757,220

 
 

7.08.03.01

Interest

2,622,405

1,954,293

1,711,922

 
 

7.08.03.02

Rentals

53,085

46,929

45,298

 
 

7.08.03.03

Others

-

19,794

-

 
 

7.08.04

Shareholders

875,277

886,443

949,036

 
 

7.08.04.02

Dividends

557,200

208,673

836,452

 
 

7.08.04.03

Retained earnings / Loss for the year

318,077

677,770

112,584

 
             

 

 

 

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(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - 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, 2015. All comparisons herein are made with consolidated figures for fiscal year 2014, except when specified otherwise.

 

1.        Opening remarks

 

The year 2015 proved to be one of the most challenging in CPFL Energia’s history. Nevertheless, if we draw a parallel between the situation faced by the electricity sector at the start of 2015 with the current scenario, the progress made during the course of the year is remarkable.

In the beginning of 2015, the risk of rationing was imminent. With a wet period during which Affluent Natural Energy (ENA) in Brazil’s National Interconnected System (SIN) reached only 71% of the long-term average natural flow (MLT), SIN reservoirs closed April with 35% of their capacity. Recovery of the reservoirs came with an ENA of 113% of MLT during the dry period, combined with load shedding of 1.7% in Brazil in 2015. Now, in early 2016, the Electricity Sector Monitoring Committee (CMSE) calculated the risk of rationing at 0%, which means one less thing that industry players have to worry about.

In the regulatory area, significant progress was made. Energy distributors started the year with the threat of cash imbalances, without being able to rely on funds from the ACR account or the Treasury, which used to subsidize tariffs in the past. However, ANEEL authorized an Extraordinary Tariff Review (RTE), implemented on March 1, 2015, which partially offset the increase in the Parcel A (non-manageable) costs of Distributors. Parcel A was under pressure especially due to the increase in CDE, a sector charge that was significantly hiked at the start of 2015. Another mechanism implemented at the start of the year was dynamic pricing in the form of Tariff Flags, which was a quicker-reaction tool that enabled an additional charge in tariffs to cover the costs of thermal generation and the exposure of distributors to PLD (hydrological risk, ESS and involuntary exposure). Despite all this, the cash gap continued and the CPFL Energia group registered accumulated CVAs of about R$ 1.9 billion at the end of 3Q15, almost equivalent to one year’s cash generation of its energy distributors. In 4Q15, this scenario of accumulation of regulatory assets started being reversed, bringing some relief to the Company's working capital, which closed 2015 with around R$ 1.7 billion in accumulated CVAs.

Though “Tariff Realism”, which allowed readjustments in energy prices, was essential to mitigate cash flow gaps at the distributors, together with the macroeconomic downturn it led to a drop in energy sales, which recorded a consolidated decrease of 4.0% in the year, with 2.0% in residential consumption, 1.0% in commercial consumption and 6.9% in industrial consumption.

The year began with uncertainties surrounding the renewal of distribution concessions, whose terms had not been defined in the Provisional Measure nr. 579/2012, which only dealt with Generation and Transmission projects. During the year, ANEEL addressed the issue by setting the parameters for economic and financial sustainability and quality, which are fundamental to ensure quality customer service. On December 8, 2015, five Distributors that went through this process signed new agreements, which extended their concessions for another 30 years: CPFL Santa Cruz, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Mococa and CPFL Jaguari.

Other important development in 2015 was the conclusion of the Public Hearing nr. 23/2014, which dealt with the Tariff Review methodologies of Distributors. Most of the methodologies were published in 1Q15, such as regulatory WACC and items such as Operating Costs, Other Revenue, Losses, General Procedures and Others. In December, the methodologies for the treatment of Regulatory Remuneration Base were published, thus concluding the process. The first group company to go through the 4th Tariff Review cycle was CPFL Piratininga, whose tariff event occurred on October 23, 2015. The progress achieved with the new conditions enabled CPFL Piratininga to increase by 5.31% its Parcel B (Parcel that remunerates Investment and covers operating costs and Investment costs). The average tariff increase of CPFL Piratininga was 21.11%.

 

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Finally, the renegotiation of hydrological risk (GSF) of hydroelectric generators was another positive development for the sector, achieved during 2015 after four rounds of Public Hearing. Apart from the impact of adverse hydrological conditions, hydroelectric generation started decreasing also due to unforeseen factors beyond the control of hydroelectric power plants, such as thermal dispatch outside the merit order and growth in the reserve energy capacity, basically composed of wind power, a non-dispatchable source. These conditions have been negatively affecting the balance sheets of generators since the end of 2013. Plants were then offered the possibility of paying a premium to renegotiate this risk. CPFL Energia chose to renegotiate its eligible agreements in the Regulated Contracting Environment (ACR), under SP100 modality, protecting 100% of GSF until the end of the agreements. Renegotiation of hydrological risk returns to hydroelectric power generators, predictability and stability of cash flows.

Despite the improvements achieved in 2015, we must highlight the need for further progress on regulatory issues in order to create the incentives for the electricity sector to resume investments.

The challenges remain in 2016, given the worsening macroeconomic scenario in Brazil. However, the CPFL Energia group is committed to continuing its strategy of financial discipline and operational excellence in order to ensure long-term business sustainability in all the sectors it operates, while providing quality customer service and generating value for our stakeholders.

 

OWNERSHIP BREAKDOWN (simplified)

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

 

 

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Reference date: 12/31/2015

(1) Controlling shareholders;

(2) Includes the 0,5% stake of Caixa de Previdência dos Funcionários do Banco do Brasil;

(3) Includes the 0.2% stake of Petros e Sistel pension funds;

(4) Bounded shares, according to the Shareholders Agreement;

(4) 51.54% stake of the availability of power and energy of Serra da Mesa HPP, regarding the Power Purchase Agreement between CPFL Geração and Furnas.

 

2.        Comments on the macroeconomic scenario

 

MACROECONOMIC SCENARIO

For one more year, global economic activity fell short of expectations. In January 2015, the IMF projected 3.5% growth in the year, a little above the 2014 growth of 3.1%. In December, it pointed to growth of 3.0% in the year, 0.5 p.p. below the initial estimate.

The below par performance was chiefly due to the performance of emerging economies, which should close 2015 with growth of 3.9% (versus 4.5% estimated at the start of the year). Behind this revision is the slowdown in China, which, by reducing its import demand, has affected commodity exporters such as Brazil, its main commercial partner.

Apart from the slowdown in China, the political scenario in a few emerging economies like Brazil, Argentina and Russia equally hampered expectations.

Amidst all the frustration, there were some pleasant surprises, such as the Eurozone, which should end 2015 with growth of 1.8% (compared to the initial forecast of 1.2%) The region’s growth recovery was driven, among others, by the price of oil, which slumped 75% in 18 months, enabling the partial transfer of the decline to the final price of gasoline and other byproducts. This decrease enabled a reduction in industrial costs and a positive impact on the shopping carts of European consumers.

The United States ended the year materializing the expected increase in basic interest rate after seven years between 0% and 0.25%, even though the job market has not given signs of a strong rebound (significant share of precarious work and part-time jobs) and the country is facing the threat of deflation (which tends to worsen with a hike in interest rates).

 

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In Brazil, the macroeconomic scenario deteriorated significantly, with consequences on the job market and household consumption. Unemployment rate in December 2015 reached 6.9% of the economically active population (PME/IBGE), reversing the downward trend seen in the last six years. Increased unemployment led to a decline in average productivity and, consequently, in wages, adversely affecting the performance of business and industry. The crisis of confidence lasted throughout the year, not only as a result of economic activity, but mostly because of political instability and uncertainties regarding the fiscal adjustment and its consequences on the economy. Projections show that this scenario should continue in 2016 and so will the negative performance of industrial production, retail sales and wages.

 

REGULATORY ENVIRONMENT

The year 2015 was marked by the end of Government subsidies for tariffs and the beginning of payment, by consumers, of the loans taken by distributors though the CCEE.

The result was an increase of R$17 billion in the CDE compared to the annual quota of 2014. For the consumers of distribution concessionaires, the tariff impact of the new CDE quota was considered in the Extraordinary Tariff Review of 2015, and was different for consumers in the North/Northeast regions and the South/Southeast/Midwest regions, as well as for consumers of different voltage levels and between the captive and free markets.

 

Tariff Flags

The tariff flags methodology was launched in 2015 to show consumers the electricity generation conditions in the SIN by charging an additional amount to the Energy Tariff (TE). Different from the provisions of AP 120/2011, application of this methodology was altered to cover not only the costs of energy availability agreements, but also other items subject to changes in the spot market price (PLD). The new methodology also envisages sharing, among all distributors, of costs and revenues from the additional charges related to the tariff flags.

 

Tariff Review Methodology

In 2015, AP23/14 was concluded, which consolidated the Tariff Review methodology for 4thPTRC, the most significant amendment being the definition of the Regulatory Asset Base, which will partially be established by regulatory standards. The tariff review processes that took place in 2015 have already considered the new methodologies, except RAB, since the new Tariff Regulation Procedures (PRORET) establish a transition period.

 

Renewal of Concessions

Another important event in 2015 was Public Hearing No. 38 of 2015 (AP038/2015), which discussed extending distribution concessions with the agents and society through a draft Amendment to the Concession Agreement for Public Distribution of Electricity, in accordance with Decree No. 8,461 of June 2, 2015. The Amendment, approved by Dispatch No. 3,540 of October 20, 2015, establishes the obligations of economic and financial sustainability and compliance with quality indicators, under penalty of reversal of the concession, in addition to clauses on corporate governance and full neutrality of Parcel A items. On December 9, 2015, the CPFL Group signed the Amendments related to extension of the concession agreements of CPFL Santa Cruz, CPFL Jaguari, CPFL Mococa, CPFL Leste Paulista and CPFL Sul Paulista.

 

ABRACE Injunction

The significant increase in the CDE quota in 2015 was disputed in court by several associations. The ABRACE Injunction was effectively foreclosed through Lawsuit No. 26648-39.2015.4.01.3400, requesting the suspension of payment by its members of the controversial portion of the CDE tariff charge and the method of apportionment of the balance amounts in the budget. The injunction led to a tariff increase for other consumers, since there was no reduction in the quota to be paid by the distributors.

 

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Generation Segment

 

In 2015, the main development in the Generation segment was the renegotiation of hydrological risk (GSF), established by Law 13,203/2015 (published in relation to MP 688), which enabled the hydroelectric plants of the CPFL Group to mitigate any negative impacts resulting from the Energy Reallocation Mechanism (MRE) by paying a premium and canceling all and any lawsuit on the matter.

Other important themes discussed in 2015 include: (i) change in the maximum and minimum limits of PLD to R$422.56/MWh and R$30.25/MWh, respectively, (REH 2,002 of December 15, 2015); (ii) restatement of TEIF and TEIP values (MME Decree No. 284/15) that will be used while revising the physical guarantee of HPPs; (iii) postponement of the revision of physical guarantee of hydroelectric plants for 2016, which will take place after the conclusion of studies by the specific working group (MME Decree No. 537/15); (iv) diverse lawsuits filed by hydroelectric agents as a result of the severe impacts on the Energy Reallocation Mechanism (MRE), due to lower energy allocation (GSF) caused by the adverse hydrological scenario, forced the MME to negotiate with agents and associations about Provisional Presidential Decree No. 688, which was later converted into Law No. 13,203/2015, enabling the renegotiation of hydrological risk. (v) concession auction No. 12/2015 relating to the diverse HPPs whose concessions had expired or were nearing expiry, particularly HPPs Jupiá (1,551.2 MW) and Ilha Solteira (3,444 MW); (vi) the numerous lots of transmission auctions for which there were no bids, which forced ANEEL to consider fewer projects per lot and more auctions per year, which was a good sign for investors; (vii) PL 1,917 - Portability and market opening, which basically establishes: (a) renewal of generation concessions for consideration, eliminating the model of ACR quotas, thus bringing in equality between the regulated and free environments; (b) generation auctions, with allocation of the hydrological risk to the generator and participation of trading companies, distributors and consumers; (c) decentralized auctions, through public bidding process, for contracting in the distribution market; (d) gradual opening up of the market to all consumers in the electricity sector; and (e) auctions of contractual remains of the distributor, with gains shared with consumers.

The following regulations are particularly important: (i) Normative Resolution No. 645 of December 19, 2014, published in the Federal Register on January 5, 2015, altering ANEEL's organizational structure. The Offices of Superintendent of Hydropower Management and Studies (SGH), Superintendent of Economic Regulation (SRE), Superintendent of Regulation of Commercial Services (SRC) and Superintendent of Planning and Management (SPG) were eliminated. The Offices of Superintendent of Economic Regulation and Market Studies (SRM) and Superintendent of Tariff Management (SGT) were created. (ii) Law No. 13,097, of January 19, 2015, originating from MP 656/2014, which implements Auctions A-0 and A-2 of existing energy and establishes the characteristics of SHPPs, expanding the limit of potential hydroelectric plants that require no authorization from ANEEL and only need to be registered with the concession granting authority, which is now 3,000 kW (from 1,000 kW earlier); (iii) Decree No. 8,401 of February 4, 2015, which establishes that the Electricity Trading Chamber (CCEE) must create and maintain the Centralized Account for Dynamic Pricing Funds to manage the funds obtained from the application of dynamic pricing implemented by ANEEL; (iv) MME Decree No. 39, which provides the guidelines and the system for carrying out Alternative Source Auctions of 2015 and amends article 9 of MME Decree No. 563 of October 17, 2014; (v) MME Decree No. 40 of February 27, 2015, which amends article 3 of MME Decree No. 653 of December 11, 2014, and also revokes the amendments to article 3, paragraph 2 of MME Decree No. 653 of December 11, 2014, in article 1 of MME Decree No. 12 of January 29, 2015; (vi) Dispatch No. 458 of February 27, 2015, authorizing the National Electricity System Operator (ONS) to sign with any agent authorized to import and/or export electricity, an agreement for use of the transmission system together with the use of

 

 

25


 


 

transmission facilities aimed at international interconnections, through agreements of at least one day, while forbidding more than one agreement per week; (vii) Dispatch No. 477 of February 27, 2015, establishes the amount of the Electricity Service Inspection Fee (TFSEE) for electricity distribution agents with contractual anniversary in March 2015; (viii) Ratification Resolution No. 1,857 of March 2, 2015 establishes the annual quota amount of the Energy Development Account for 2015; (ix) Ratification Resolution No. 1,858 of March 2, 2015 approves the results of the extraordinary tariff revision of 2015 and determines energy tariffs (TE) and Tariffs for Use of Distribution Systems (TUSD) for electricity distribution concessionaires; (x) Decree No. 69 of March 16, 2015, establishes that ANEEL must hold, directly or indirectly, an Auction for Contracting Reserve Energy, entitled 1st Reserve Energy Auction, in 2015; (xi) Decree No. 70 of March 17, 2015, establishes that ANEEL must hold, directly or indirectly, an Auction for Contracting Reserve Energy, entitled 2nd Reserve Energy Auction, in 2015; (xii) Normative Resolution No. 654 of March 31, 2015 amends ANEEL's Normative Resolution No. 570 of July 23, 2013, which addresses retail electricity trading in the National Interconnected System (SIN); (xiii) Decree No. 119 of April 8, 2015, establishes that ANEEL must hold, directly or indirectly, an Auction for Contracting Reserve Energy, entitled 3rd Reserve Energy Auction, in 2015; (xiv) Normative Resolution No. 658 of April 20, 2015, establishes the obligation to deliver energy under Electricity Trading Agreements in the Regulated Contracting Environment (CCEAR) by availability from the New Energy Auctions, and the criteria for allocating costs arising from the operation of thermal power plants dispatched by merit order, whose Variable Unit Cost (CVU) is higher than the Price for the Settlement of Differences (PLD); and amends article 21, paragraph 4 of Normative Resolution No. 622 of August 19, 2014; (xv) Decree No. 8,437 of April 23, 2015, regulates the provisions of article 7, head paragraph, item XIV, clause “h”, and sole paragraph of Complementary Law No. 140 of December 8, 2011, to establish the types of projects and activities whose environmental licensing will be the responsibility of the Federal Government; (xvi) Dispatch No. 1,252 of April 30, 2015, rejects the request for recognition of waiver from responsibility for the periods of delay in construction work at the Pimental and Belo Monte sites; rejects the request to change the implementation schedule of the Belo Monte Hydroelectric Plant, proposed by Norte Energia S.A.;<0} recognizes and rejects the request for an injunction; and recognizes and rejects, on merit, the request from NESA as the right of petition; (xvii) Dispatch No. 1,249 of May 7, 2015, recognizes and rejects, on merit, the request for reconsideration by Energia Sustentável do Brasil S.A., maintaining the recognition of the waiver from responsibility for the delay in the implementation schedule of the Jirau Hydroelectric Power Plant, and ratifies moving the timetable to August 1, 2013; revokes ANEEL Dispatch No. 3,588 of October 22, 2013, making the decision void and suspending, for a determined period, the enforceability of financial settlement of the CCEAR of said Plant, giving the concessionaire the option to submit a proposed Statement of Commitment to calculate the respective obligations; (xviii) Dispatch No. 1,250 of May 4, 2015, recognizes and rejects, on merit, the request from Santo Antônio Energia S.A. (Saesa) to postpone the start of supply under the Electricity Trading Agreements in the Regulated Contracting Environment of the Santo Antônio Hydroelectric Plant, and recalculate the agreements so as to account for in the Free Contracting Environment the energy supplied during the period prior to the definitive operational startup of the transmission system; (xix) Dispatch No. 1,251 of May 4, 2015 recognizes and rejects, on merit, the request by Santo Antônio Energia S.A. (Saesa) for recognition of causes for waiver of responsibility, given the absence of causal link between the events reported and the capacity to perform the Electricity Trading Agreements in the Regulated Contracting Environment; (xx) Normative Resolution No. 666 of June 29, 2015 regulates the contracting of the use of transmission system in a permanent, flexible, temporary manner, and the reserve capacity, the methods for establishing charges, and revokes article 14 of ANEEL Resolution No. 281 of October 1, 1999, ANEEL Resolution No. 371 of December 29, 1999, ANEEL Normative Resolution No. 399 of April 13, 2010, ANEEL Normative Resolution No. 429 of March 15, 2011, and articles 5 and 6 of ANEEL Normative Resolution No. 422 of July 26, 2011; (xxi) Dispatch No. 1,840 of June 29, 2015 determines that the Electricity Trading Chamber (CCEE) amend the votes and membership contribution module to transfer to retailers the votes of generators with installed capacity equal to or greater than 50 MW not committed to regulated agreements and who choose to be represented by retailers; (xxii) Normative Resolution No. 673 of September 2, 2015,

 

26


 


 

establishes the requirements and procedures to obtain authorization to explore the water potential with characteristics of a Small Hydroelectric Power Plant (SHPP); revokes Chapter VI of ANEEL Resolution No. 395 of December 4, 1998, ANEEL Resolution No. 652 of December 9, 2003, and the contrary provisions established in ANEEL Normative Resolution No. 343 of December 9, 2008; amends ANEEL Normative Resolution No. 395 of 1998 and ANEEL Normative Resolution No. 412 of October 5, 2010; (xxiii) Decree No. 556/2015 of December 29, 2015, recognizes the need to import electricity from Uruguay, as an exception and temporarily, through the Rivera Frequency Converters in the city of Rivera, Uruguay, Santana do Livramento and Jaguarão in the state of Rio Grande do Sul, and future Melo Converter in the city of Melo, Uruguay. (xxiv) Decree No. 555/2015 of December 29, 2015, approves the Ten Year Energy Expansion Plan (PDE 2024), available on the website of the Ministry of Mines and Energy (MME).

 

Distribution Segment

Significant economic, financial, technical and commercial regulations include the following, by date of publication: (i) REN No. 648/2015 – Approves the revision of Sub-module 2.4 of the Tariff Regulation Procedures (PRORET), which establish the methodology to determine the optimum capital structure and capital cost to be used to calculate the Periodical Tariff Reviews of electricity distribution concessionaires; (ii) REN No. 649/2015 - Approves Sub-module 6.8 of PRORET, related to Dynamic Pricing, and stipulates other measures; (iii) REN No. 650/2015 - Amends Module 7.1 of PRORET, which addresses the General Procedures for the Tariff Structure of Distribution Concessionaires; (iv) REN No. 652/2015 – Approves the revision of Sub-modules 3.1, 8.2 and 10.2 of PRORET, which determine the general procedures, order and conditions for carrying out the Annual Tariff Adjustment (RTA) of public electricity distribution concessionaires and licensees; (v) REN No. 657/2015 - Amends Module 7 of PRORET, which addresses the Tariff Structure of Distribution Concessionaires and stipulates other measures; (vi) REN No. 658/2015 – Establishes the obligation to deliver energy under CCEARs based on availability from New Energy Auctions and the criterion for allocating costs arising from the operation of thermal power plants dispatched by merit order, whose Variable Unit Cost is higher than the Price for the Settlement of Differences; (vii) REN No. 660/2015 - Amends Sub-modules 2.1, 2.2, 2.5, 2.6 and 2.7 of PRORET; (viii) REN No. 664/2015 – Approves the amendment to Modules 1, 6 and 8 of the Procedures for Electricity Distribution in the National Electricity System (PRODIST); (ix) REN No. 670/2015 – Improves Normative Resolution No. 414/2010 regarding approval of private projects and establishment of a construction schedule, and stipulates other measures; (x) REN No. 674/2015 – Approves the revision of the Manual of Control of the Electricity Sector Assets (MCPSE), instituted by Normative Resolution No. 367 of June 2, 2009; (xi) REN No. 683/2015 - Approves the Rules for Electricity Trading applicable to the Accounting and Settlement System (SCL); (xii) REN No. 684/2015 - Establishes the criteria for approval and other conditions for renegotiation of the hydrological risk of hydroelectric generation by agents participating in the Energy Reallocation Mechanism; (xiii) REN No. 685/2015 – Approves the revision of Sub-module 3.1 of PRORET, which establishes the general procedures for the Annual Tariff Adjustment of Distribution Concessionaires; (xiv) REN No. 686/2015 – Approves Sub-module 2.3 of PRORET, which defines the methodology of the Regulatory Remuneration Base of electricity distribution concessionaires; (xv) REN No. 687/2015 – Amends Normative Resolution No. 482 of April 17, 2012, and Modules 1 and 3 of PRODIST; (xvi) REN No. 688/2015 – Approves the revision of Module 5 of PRODIST and amends Normative Resolution No. 506 of September 4, 2012; (xvii) REN No. 689/2015 – Approves the revision of Sub-module 6.8 of PRORET, which addresses Dynamic Pricing; (xviii) REN No. 691/2015 – Regulates the release, by initiative of industry agent, of assets linked to energy generation, transmission and distribution services; (xix) REN No. 693/2015 – Establishes the criteria for applying the mechanism of compensation of electricity surpluses and deficits and the capacity under Electricity Trading Agreements arising from new generation projects; (xx) REN No. 694/2015 – Amends Sub-module 6.8 of PRORET and Normative Resolution No. 547 of April 16, 2013.

 

 

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ELECTRICITY TARIFFS AND PRICES

 

Distribution Segment

Annual Tariff Adjustments (ATA) in 2015:

 

CPFL Paulista

Aneel Ratifying Resolution No. 1,871 of April 07, 2015 readjusted electric energy tariffs of CPFL Paulista by 41.45%, being 37.31% related to the Economic Adjustment and 4.14% as financial components outside the Tariff Readjustment. This Tariff Reajustment replaces the ETR, which corresponds to an average effect of 4.67% on consumer billings. The impact of the Parcel A (Energy, Transmission Charges and Sector Charges) in the readjustment was of 36.85% and of the Parcel B was of 0.46%. The calculation took into account the change in the Extraordinary Tariff Review occured in February 2015. The new tariffs came into force on April 08, 2015.

 

RGE

Aneel Ratifying Resolution No. 1,896 of June 16, 2015 has readjusted electric energy tariffs of RGE by 33.48%, being 24.99% related to the Tariff Readjustment and 8.50% as financial components outside the Tariff Readjustment. This Tariff Reajustment replaces the ETR, which corresponds to an average effect of -3.76 % on consumer billings. The new tariffs came into force on June 19, 2015.

 

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

On February 03, 2015, Aneel approved the indexes of Annual Tariff Adjustments 2015 of the distributors CPFL Santa Cruz, CPFL Leste Paulista, CPFL Jaguari, CPFL Sul Paulista and CPFL Mococa distributors, as shown in the table below:

 

 

 

The new tariffs came into force on February 03, 2015.

 

 

2015 Extraordinary Tariff Review (ETR)

On February 27, ANEEL approved, through Resolution No. 1,858 / 2015, the Extraordinary Tariff Review - ETR of electricity distributors contended that such revision, among them the

 

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distributors CPFL Group. This ETR was necessary to restore the economic and financial balance of these concessionaries to meet the following facts: (i) increase the dollar rate to R$2,80/US$ and the tariff applied to the power purchase agreements with Itaipu HPP in 2015; (ii) increase in power purchase cost of the 2015 Adjustment Auction and 2014 Existing Energy Auction; (iii) significant increase in the CDE quota in 2015; and (iv) exclusion of financial component from the prediction of exposure/overcontracting. For the distributors CPFL Santa Cruz, CPFL Jaguari, CPFL Mococa, CPFL Leste Paulista e CPFL Sul Paulista, ETR was needed to reflect the new CDE quota in 2015, to suit the dollar rate to pay for the energy purchased from Itaipu and to exclude the financial component from the prediction of exposure/overcontracting, because the other items had already been considered in the Annual Tariff Adjustment (ATA), in February 3, 2015. The new tariffs came into force on March 02, 2015.

The extraordinary tariff adjustments are shown, by distributor, in the following table:

 

 

On April 07, ANEEL changed, through Resolution No. 1,870 / 2015, the Extraordinary Tariff Review - ETR of the distributors CPFL Leste Paulista, CPFL Sul Paulista, CPFL Jaguari, CPFL Mococa, CPFL Santa Cruz. This correction was necessary to change the value of the monthly quotas of CDE – energy related to ACR, intended for repayment of loans contracted by CCEE in the management of ACR account. The rates resulting from this rectification entered into force on April 8, 2015.

The effect of the restatement of extraordinary tariff revisions in relation to the original ETR approved are shown, by distributor, in the following table:

 

 

Periodical Tariff Review Cycle

 

CPFL Piratininga

On October, the Regulatory Agency (ANEEL) ended the tariff review process of CPFL Piratininga. The change in methodology impacts positively Parcel B. The key factors of the tariff review are the addition of special obligations reward, the WACC increase from 7.50% to 8.09% and the increase of the net RAB (Regulatory Asset Basis). Thus, the Parcel B lifted 5.31% when compared to the old tariff (from R$ 717 Million to R$ 755 Million). About the accumulated Regulatory Assets and Liabilities (CVA), the transfer allowed by ANEEL is estimated in R$ 475 Million. In comparison with the Extraordinary Tariff Review (February, 2015), the averaged effect for consumer billings will be 21.11%, which represents 8.10% of Parcel A, 1.36% of Parcel B and 11.65% of financial components. The impact on high tension consumers billings will be 16.60%. On the other hand, the impact on low tension consumers billings will be 24.81%.

Find below the key topics about the result of CPFL Piratininga 4th TRPC:

 

 

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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 2015, sales to the captive market totaled 41,730 GWh, down 3.3% from 2014, while energy supplied to free clients, billed through the Distribution System Use Tariff (TUSD), fell 5.8% to 15,829 GWh. These reductions reflect the turmoil of the macroeconomic scenario, which has resulted in the drop in industrial production, lower sales volume of retail trade and reducing real income mass. As such, sales in the concession area, made through the distribution segment, decreased by 4.0% to 57,558 GWh.

It is noteworthy the performance of the residential and commercial segments, which together accounted 45.4% of total consumption in the concession area of the Group's distributors:

·       Residential and commercial segments: 2.0% and 1.0% decrease, respectively. This performance reflects the changes in the labor market, with the hike of unemployment, the decrease of the volume in real income and the increase in electricity tariffs. These classes were also negatively impacted by milder temperatures.

·       Industrial segment: down 6.9%, reflecting weaker performance of the economic activity and the fall of the business confidence in the industry recently and excessive inventories observed in the industry in recent months.

Commercialization and generation sales (excluding related parties) came to 17,033 GWh, up 3.7% 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 246 in December 2015.

 

PERFORMANCE IN THE ELECTRICITY DISTRIBUTION SEGMENT

 

 

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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.

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

 

 

PERFORMANCE IN THE ELECTRICITY GENERATION SEGMENT

In 2015, CPFL Energia continued its expansion in the Generation segment, with a 0.1% increase in installed capacity, from 3,127 MW to 3,129 MW, considering its 51.6% interest in CPFL Renováveis.  This increase was driven by the expansion of CPFL Renováveis.

On December 31, 2015, the portfolio of CPFL Renováveis totaled 1,802 MW of installed capacity in operation, comprising 38 SHPPs (399 MW), 34 wind farms (1,032 MW), 8 biomass-powered thermal power plants (370 MW) and 1 solar plant (1 MW). Still under construction are 11 wind farms (282 MW) and 2 SHPPs (51 MW), whose startup schedule is: 255 MW in 2016, 51.3 MW in 2018 and 26.5 MW in 2020.

In April 2015, the Morro dos Ventos II wind farm, located in the city of João Câmara (Rio Grande do Norte), started operating with installed capacity of 29.2 MW, eight months ahead of schedule.

 

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 17.1% (R$2,798 million), reaching a total of R$19,159 million, mainly due to the: (i) 21.6% increase in the Distribution segment (R$2,761 million), driven by tariff adjustments applied during the year and by the increase of the balance of sectoral financial assets; (ii) 28.5% increase in Generation from Renewable Sources (R$280 million), reflecting the commercial start-up of new projects.  These effects were partially off-set by the decrease of 20.8% (R$ 150 million) and 4.9% (R$ 92 million) observed in Conventional Generation and Commercialization and Services segments, respectively, mainly due to lower prices in the spot market.

 

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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 usually monitored by the market.  Management complied with the concepts of CVM Instruction 527 of October 4, 2012, while calculating this non-accounting measurement.

 

Reconciliation of Net Income and EBITDA

 

2015

2014

Net Income

875,277

886,443

Depreciation and Amortization

1,281,038

1,161,145

Financial Income/Loss

1,014,520

1,089,454

Social contribution

160,162

168,989

Income tax

419,015

454,871

EBITDA

3,750,012

3,760,903

 

Operating cash flow, as measured by EBITDA, came to R$3,750 million, a decrease of 0.3% (R$ 11 million), mainly due to a 25.1% increase in costs with energy purchase and sector charges (R$ 2,669 million) and by the variation of R$ 14.7% in operating costs, including expenses with private pension fund (R$ 296 million). These effects were off-set by the increase of 17.1% in net revenue, excluding income from construction of concession infrastructure, in the amount of R$ 2,798 million, especially due to the variation in financial sector assets (R$1,596 million), and the increase in equity income (R$ 157 million).

 

Net Income

In 2015, Net Income came to R$875 million, down 1.3% (R$ 11 million), mainly due to the increase in depreciation and amortization (R$ 120 million), particularly due to the startup of new generation projects of CPFL Renováveis, and the 0.3% decrease in EBITDA (R$ 11 million). These effects were partially offset by a decrease in net financial expenses (R$ 75 million) and income tax and social contribution (R$ 45 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:

 

 

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Minimum Mandatory Dividend (25%)

The Board of Directors propose the payment of R$ 205 million in dividends to holders of common shares traded on the BM&FBovespa – Bolsa de Valores, Mercadorias e Futuros S.A. (BM&FBOVESPA). This proposed amount corresponds to R$ 0.206868475 per share, related to the year 2015.

Statutory Reserve – Strengthening of Working Capital

For this fiscal year, considering the current adverse economic scenario and the uncertainties regarding market projections for distributors due to energy efficiency campaigns and extraordinary tariff increases occurred during the year 2015, the Company’s Management proposes the allocation of R$ 393 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 7, 2016, 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, 2016.

Debt

At the close of 2015, gross financial debt (including derivatives) came to R$19,489 million, up 5.0%. Cash and cash equivalents totaled R$5,863 million, up 30.4%. As such, net debt decreased 2.8% to R$13,806 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 2.4 percentage points to 12.6% per year due to the hike in the Selic interest rate, while average debt term is 3.61 years.

 

5.       Investments

In 2015, investments of R$ 1,428 million were made in business maintenance and expansion, of which R$ 868 million was directed to distribution, R$ 500 million to generation (R$ 493 million to CPFL Renováveis and R$ 7 million to conventional generation) and R$ 58 million to commercialization and services. In addition, we invested R$ 37 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$ 255 million in Special Obligations in the fiscal year, among other items financed by the consumer.

 

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CPFL Energia’s investments in 2015 include:

 

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 2015, CPFL marked 11 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 (Risk 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, sustainability, the surveillance 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. In 2015, the name was changed to Corporate Governance Advisory.

 

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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.

In May 2015, the Board of Executive Officers’s structure was reformulate, according to the Governance Guidelines. The Bylaws change, approved by the Board of Directors in April, 29 2015, established a new Vice President position, under the management of the Chief Executive Officer, increasing the number of Vice Presidents from 5 to 6, all of them guided by the Sucession Plan. The Vice Presidents are elected for two years, eligibles for reelection, responsibles for executing the strategy of CPFL and its subsidiaries as defined by the Board of Directors in line with governance guidelines.  Thus, CPFL Energia aims to create the basis to consolidate itself as the Brazilian electric sector leader, always aiming the efficient management and looking for opportunities to create sustainable value for all its shareholders.

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.

 

7.       Capital Markets

 

The shares of CPFL Energia, which currently has a free float of 31.9%, are listed both on the São Paulo Stock Exchange (BM&FBovespa) and the New York Stock Exchange (NYSE). In 2015, CPFL Energia shares depreciated 15.3% on the BM&FBovespa and depreciated 45.3% on the NYSE, closing the year at R$15.18 per share and US$7.42 per ADR, respectively. The average daily trading volume in 2015 was R$38.0 million, of which R$24.3 million on the BM&FBovespa and R$13.7 million on the NYSE, representing an decrease of 0.6% over 2014. Number of trades on the BM&FBovespa increased 8.1%, from a daily average of 5.535 trades in 2014 to 5,984 in 2015.

 

8.       Sustainability and Corporate Responsibility

 

CPFL Energia rolls out initiatives aimed at generating value for all its stakeholders and to mitigate the impacts of its operations by managing the economic, environmental and social risks associated with its business.  Following are the highlights from the year:

Sustainability platform: it is sustainability management tool integrated to the strategic planning of the CPFL Group. It addresses the following: a) Relevant topics for conducting business, defined in consultation with stakeholders; b) Value levers related to the topics; c) Corporate strategic indicators, with performance targets for the short and medium term.

Sustainability Committee: main internal body for sustainability governance, also responsible for monitoring the Platform.

Ethics Management and Development System (SGDE):  the revision of the Code of Ethics was concluded at the end of 2015, to align it with the changes that were happening in society and the business environment. The new Code of Ethics was approved by the board of directors and will be implemented in 2016 across the CPFL Energia Group, together with the updated Ethics Management and Development System. In 2015 there were ten Ethics Committee meetings were held, which addressed matters related to the dissemination of ethical guidelines, and also analyzed proposals, suggestions and reports of violation of the Code in force.

 

 

35


 


 

Human Resource Management: the company ended 2015 with 9,584 employees (8,838 in 2014), with turnover of 19.90% (23.40% in 2014). 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 stood at 59.6 (78.4 in 2014), above the 2015 Sextant Survey average of 51 hours. Also this year, for the fourteenth consecutive year CPFL Energia was included in the “Best Places to Work in Brazil” ranking published by Guia Você S/A / Exame, scoring improvements in Knowledge Management, Electricians School and Talent Management, with one more batch of professionals with the potential to occupy leadership positions.

Value Network: in 2015, 81 supplier companies participated and 5 bimonthly meetings were held, which addressed the following issues: 2015 objectives of the Value Network, supplier management, strategies for sustainability, challenges of the electricity sector, outsourcing, BRR investment plans for 2015/2016, "Energy in the Cities of the Future" project, electric mobility, solar roofing, innovation and overcoming challenges, with a lecture by Amyr Klink.

Community relations: (i) Culture – important partnerships, such as with CDP (Carbon Disclosure Project) and the municipal government of Campinas, guided debates on the environment and new sources of energy in the country, which were presented at the Contemporary Invention program.  These and other meetings were recorded, edited, published on social media and on the website www.cpflcultura.com.br and will also be shown on TV Cultura. In addition to debates, free to the public and transmitted live, the CPFL Cultura Institute also organized free movie sessions in 2015 in honor of renowned directors, such as Spike Jonze, Wes Anderson and Richard Linklater, classical music concerts, and took the CPFL Art and Culture Circuit to the interior region of São Paulo, which included exhibition of Brazilian films, documentaries and sustainability workshops in partnership with the Cinesolar project, a travelling theater powered by solar power; (ii) Program for Revitalization of Philanthropic Hospitals – implemented in 2005, it aims to improve the administrative performance of philanthropic hospitals and improve their services to the community.  In 2015, the Program acted on two fronts: continuation of training programs on hospital management, serving 20 hospitals in the regions of Barretos and Marilia; and working together with the Regional Committee of Ribeirão Preto, consisting of Philanthropic Hospitals trained in previous phases of the Program. Investments in 2015 came to R$750,000; (iii) Support to Municipal Councils for the Rights of Children and Adolescents – CMDCA (1% of Income Tax) – In 2015, the Group companies donated R$261,000 to the Municipal Fund for Children and Adolescents. These funds will support the Action Plans resulting from the situational diagnosis carried out in 2015. Of the nine Councils supported in 2014, Ribeirão Claro/PR and São José do Rio Pardo/SP completed the diagnosis and presented consistent action plants and hence the amount available, which is much lower than in previous years, was allocated to these two cities; (iv) Support to Municipal Councils for the Rights of the Elderly – CMDI (1% of Income Tax) In 2015, a sum of R$261,000 was donated to the Elderly Fund of Veranópolis (Rio Grande do Sul) to support the continuation of diagnosis, stage 2 of the Project "City for All Ages", started in 2015; (v) National Program to Support Oncological Services – PRONON (1% of Income Tax) – in 2015, CPFL donated R$261,000 to the Centro Infantil Boldrini. PRONON’s mission is to raise and channel funds to cancer prevention and combat initiatives; (vi) National Program for Healthcare of the Disabled (PRONAS / PCD) – in 2015, CPFL donated R$261,000 to Specialized Rehabilitation Center SORRI-BAURU; (vii) Volunteering – consolidation of the Semear Program, which has ongoing actions with greater sharing of value. In 2015, there were 72 actions involving approximately 3,000 volunteers. The actions organized in 13 cities of the concession area benefitted approximately 60,000 people. The program saw a few milestones, such as the training module applied in the Leadership Trail and the launch of Semear's social network (V2V – Volunteer to Volunteer). (viii) Energy Efficiency (0.5% of Net Operating Revenue) – more than R$59.8 million were invested, including R$39.3 million on projects targeted at consumers with lower

36


 


 

purchasing power, which resulted in the regularization of 1,503 customers, replacement of 8,412 refrigerators, 134,754 light bulbs with more efficient models (LED) and installation of 3,582 solar heaters, 3,500 heat exchangers and 7,376 E-Power electronic controllers to reduce shower consumption.  The Company also implemented educational projects, CPFL nas Escolas and the Program  for Energy Efficiency Education in Industries (PEEE), at 235 municipal and state government schools, training 23,940 students, 1,039 teachers in 87 cities at an investment of more than R$5.4 million.  In addition, 36 public buildings, 39 schools and 13 hospitals here made energy efficient at an investment of over R$7.3 million, in addition to three water supply services and four industries, at a total investment of more than R$2.3 million. (ix) Electrician School – mission is to train a group of skilled electricians and mitigate the risks of a labor blackout.  It is also a social investment as it offers free training for the labor market, while also training future employees before hiring them. Until 2015, we had trained 173 new electricians, of whom 112 were hired; and (x) SENAI Apprentice – program created in 2012 and maintained in the same format until 2015. The program trains youth through the SENAI School and at the end of training, those with the best performance in the program are hired for available vacancies.  Until 2015, 89 youth had been trained and 41 hired by CPFL. In 2016, CPFL plans to expand its partnership with vocational schools approved by the Ministry of Education and open new batches for electrician training using PRONATEC funds.

Environmental management: (i) CPFL Energia’s 2014 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 eleventh consecutive year, in the Corporate Sustainability Index (ISE) of the BM&FBovespa for 2016; and (iii) each Group company implemented projects to mitigate the social and environmental impacts of its projects, notably:

Energy generation - Foz do Chapecó HPP – (i) In 2015, 148,000 curimbatá and gold fish fry were released into the Uruguay River to repopulate it. The fry were produced at the Fish Farming Station of Águas de Chapecó through a partnership between the company and the Goio-En Institute; (ii) the fishermen associations benefitted by the Fishermen Support Program participated in technical visits to learn new techniques in fish farming and processing. The visits, sponsored by Foz do Chapecó Energia, received technical supervision from SEBRAE and Emater; (iii) The external audit of the certifications for the FCE Integrated Management System (ISO 9001, ISO 14001 and OHSAS 18001) was carried out in November 2015 by certifying authority BSI, which recommended maintenance of the certifications obtained by the company; Companhia Energética Rio das Antas (Ceran) – has 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, and its certificates are valid through January 2018; Campos Novos HPP (Enercan) – (i) In 2015, ENERCAN supported a number of actions for the region's development in the cultural, social, environmental and economic spheres, supporting 31 projects, generating 500 direct, indirect or temporary jobs, and benefitting over 36,000 people. One of these projects, Environmental Protectors, is implemented in partnership with the Environmental Military Police and trains students to act as multipliers of environmental preservation; (ii) for the fourth consecutive year, ENERCAN implemented the Permanent Preservation Area (PPA) Conservation Project in partnership with people living near the reservoir of the Campos Novos HPP, rewarding the five best initiatives; (iii) in partnership with Epagri, Senar and Agriculture Departments, ENERCAN supported fruit and fish farming projects to contribute to the development of the local economy and provide an alternative for farmers in the region to earn income. In addition to financial support from Enercan, participants receive free courses on cooperativism, associativism, rural property management, entrepreneurship, as well as training on specific skills such as production and handling techniques; Barra Grande HPP (BAESA) – (i) in 2015, the Social and Environmental Responsibility Program supported 40 projects in cities within the area of influence of the Barra Grande HPP. Focused on income generation, environment, culture, sports, public safety and social development, the projects received investments of R$424,000 from the company, and another R$1.2 million from shareholders and local partners; (ii) implementation of the 4th edition of the Program to

 

 

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Encourage Conservation of the Permanent Preservation Area of the Reservoir, which recognizes actions by inhabitants of the region to preserve the vegetation. In 2015, ten inhabitants were awarded in a ceremony held during BAESA's 8th Sustainability Week, an event conducted every year to showcase the social and environmental projects implemented in cities within the area of influence of the Barra Grande HPP. (iii) The ISO 14001 and OHSAS 18001 certifications were maintained after an external audit, which verified the effective functioning of the Integrated Management System; (iv) BAESA set up a Community Advisory Council to strengthen dialogue with the community living around the Barra Grande HPP. The goal is for institutions to promote debates to determine the investments in health, education, safety and environmental protection in the cities of the region; (v) BAESA's transparency and correct statement of greenhouse gas emissions (GHG) earned it the Gold Seal of the GHG Protocol. The Gold Seal is the highest honor conferred by the Program and attests to the transparency of information provided in BAESA's 2014 Inventory.

Energy distribution – (i) continuation of the Urban Road Forestation Program, with the donation of seedlings to municipal authorities in the state of São Paulo; (ii) its Advanced Stations are periodically assessed for environmental risks and legal requirements, a ranking system is set and an action plan is drawn up for improvements; (iii) for environmental emergencies, distributors have agreements with a specialized company and have environmental insurance.  For minor incidents, Advanced Stations and vehicles equipped with hydraulic devices carry environmental emergency kits for immediate use; (iii) CPFL Paulista launched the Arborização + Segura (Safer Forestation) Project to revitalize urban forestation in partnership with the cities in its concession area.

 

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 2015, 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, 2015, apart from the audit of financial statements and review of interim information, Deloitte provided the following audit services:

 

 

As can be seen, the CPFL Energia did not hire Deloitte to provide non-audit services in fiscal year 2015.

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.

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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 2015. 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.

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(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Annual Social Report - 2015 / 2014 (*)

           

Company: CPFL Energia S.A. Consolidated

     
             

1 - Basis for Calculation

2015 Value (R$ thousand)

2014 Value (R$ thousand)

Net Revenues (NR)

20,205,869

17,305,942

Operating Result (OR)

1,454,454

1,510,304

Gross Payroll (GP)

782,645

684,724

2 - Internal Social Indicators

Value (thousand)

% of GP

% of NR

Value (thousand)

% of GP

% of NR

Food

72,660

9.28%

0.36%

61,294

8.95%

0.35%

Mandatory payroll taxes

205,699

26.28%

1.02%

185,320

27.06%

1.07%

Private pension plan

42,840

5.47%

0.21%

38,630

5.64%

0.22%

Health

45,960

5.87%

0.23%

39,364

5.75%

0.23%

Occupational safety and health

2,750

0.35%

0.01%

3,193

0.47%

0.02%

Education

2,550

0.33%

0.01%

2,223

0.32%

0.01%

Culture

0

0.00%

0.00%

0

0.00%

0.00%

Trainning and professional development

7,054

0.90%

0.03%

7,742

1.13%

0.04%

Day-care / allowance

1,073

0.14%

0.01%

969

0.14%

0.01%

Profit / income sharing

52,772

6.74%

0.26%

62,283

9.10%

0.36%

Others

7,260

0.93%

0.04%

6,885

1.01%

0.04%

Total - internal social indicators

440,618

56.30%

2.18%

407,903

59.57%

2.36%

3 - External Social Indicators

Value (thousand)

% of OR

% of NR

Value (thousand)

% of OR

% of NR

Education

7

0.00%

0.00%

125

0.01%

0.00%

Culture

11,123

0.76%

0.06%

8,723

0.58%

0.05%

Health and sanitation

450

0.03%

0.00%

346

0.02%

0.00%

Sport

1,665

0.11%

0.01%

1,373

0.09%

0.01%

War on hunger and malnutrition

0

0.00%

0.00%

0

0.00%

0.00%

Others

9,569

0.66%

0.05%

6,455

0.43%

0.04%

Total contributions to society

22,814

1.57%

0.11%

17,022

1.13%

0.10%

Taxes (excluding payroll taxes)

12,763,719

877.56%

63.17%

4,911,425

325.19%

28.38%

Total - external social indicators

12,786,533

879.13%

63.28%

4,928,447

326.32%

28.48%

4 - Environmental Indicators

Value (thousand)

% of OR

% of NR

Value (thousand)

% of OR

% of NR

Investments relalated to company production / operation

27,482

1.89%

0.14%

31,837

2.11%

0.18%

Investments in external programs and/or projects

59,895

4.12%

0.30%

57,625

3.82%

0.33%

Total environmental investments

87,377

6.01%

0.43%

89,462

5.92%

0.52%

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

 

2015

 

 

2014

 

Nº of employees at the end of period

 

9,885

 

 

9,136

 

Nº of employees hired during the period

 

2,257

 

 

2,405

 

Nº of outsourced employees

 

ND

 

 

NA

 

Nº of interns

 

169

 

 

188

 

Nº of employees above 45 years age

 

2,148

 

 

2,107

 

Nº of women working at the company

 

2,224

 

 

2,146

 

% of management position occupied by women

 

8.77%

 

 

9.94%

 

Nº of Afro-Brazilian employees working at the company

 

1,969

 

 

1,684

 

% of management position occupied by Afro-Brazilian employees

 

2.34%

 

 

1.17%

 

Nº of employees with disabilities

 

344

 

 

289

 

6 - Relevant information regarding the exercise of corporate citizenship

 

2015

 

 

2014

 

Ratio of the highest to the lowest compensation at company

 

17.92

 

 

21.03

 

Total number of work-related accidents

 

54

 

 

54

 

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

 

2,025,091

1,947

6,323

1,964,743

1,386

6,025

% 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%

137.6%

100%

100%

5.8%

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

In 2015

17,366,310

 

In 2014

8,766,905

 

Value-Added Distribution (VAD):

74,3% government 5,2% employees 1,0% shareholders
15,4% third parties 4,1% retained

57,5% government 9,3% employees 8,7% shareholders
23,1% 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

 

 

40


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Notes to Financial Statements

CPFL ENERGIA S.A.

Statement of Financial Position as of December 31, 2015 and 2014

(in thousands of Brazilian reais)

     

Parent company

 

Consolidated

ASSETS

Note

 

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014 (*)

                   

CURRENT ASSETS

                 

Cash and cash equivalents

5

 

424,192

 

799,775

 

5,682,802

 

4,357,455

Consumers, concessionaires and licensees

6

 

-

 

-

 

3,174,918

 

2,251,124

Dividends and interest on capital

13

 

1,227,590

 

942,367

 

91,392

 

54,483

Securities

   

-

 

-

 

23,633

 

5,324

Taxes recoverable

7

 

72,885

 

49,071

 

475,211

 

329,638

Derivatives

35

 

70,153

 

-

 

627,493

 

23,260

Sector financial asset

8

 

-

 

-

 

1,464,019

 

610,931

Materials and Supplies

   

-

 

-

 

24,129

 

18,505

Leases

10

 

-

 

-

 

12,883

 

12,396

Concession financial asset

11

 

-

 

-

 

9,630

 

540,094

Other receivables

12

 

942

 

976

 

922,541

 

1,011,495

TOTAL CURRENT ASSETS

   

1,795,763

 

1,792,189

 

12,508,652

 

9,214,704

                   

NONCURRENT ASSETS

                 

Consumers, concessionaires and licensees

6

 

-

 

-

 

128,946

 

123,405

Associates, subsidiaries and parent company

32

 

2,814

 

12,089

 

84,265

 

100,666

Escrow Deposits

22

 

630

 

546

 

1,227,527

 

1,162,477

Taxes recoverable

7

 

-

 

-

 

167,159

 

144,383

Sector financial assets

8

 

-

 

-

 

489,945

 

321,788

Derivatives

35

 

-

 

-

 

1,651,260

 

584,917

Deferred tax assets

9

 

140,389

 

150,628

 

334,886

 

938,496

Advance for future capital increase

13

 

52,680

 

55,157

 

-

 

-

Leases

10

 

-

 

-

 

34,504

 

35,169

Concession financial asset

11

 

-

 

-

 

3,597,474

 

2,834,522

Investments at cost

   

-

 

-

 

116,654

 

116,654

Other receivables

12

 

14,919

 

15,818

 

560,014

 

388,828

Investments

13

 

6,940,036

 

6,290,998

 

1,247,631

 

1,098,769

Property, plant and equipment

14

 

1,215

 

843

 

9,173,217

 

9,149,486

Intangible assets

15

 

24

 

18

 

9,210,338

 

8,930,171

TOTAL NONCURRENT ASSETS

   

7,152,706

 

6,526,098

 

28,023,819

 

25,929,732

                   

TOTAL ASSETS

   

8,948,469

 

8,318,287

 

40,532,471

 

35,144,436

 

(*) Balances include the effect presented in note 13.4.

 

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, 2015 - CPFL Energia S. A

 

CPFL ENERGIA S.A.

Statement of Financial Position as of December 31, 2015 and 2014

(in thousands of Brazilian reais)

     

Parent company

 

Consolidated

LIABILITIES AND EQUITY

Note

 

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014 (*)

                   

CURRENT LIABILITIES

                 

Trade payables

16

 

1,157

 

791

 

3,161,210

 

2,374,147

Interest on debts

17

 

38,057

 

-

 

118,267

 

97,525

Interest on debentures

18

 

-

 

15,020

 

232,227

 

293,108

Borrowings

17

 

935,196

 

-

 

2,831,654

 

1,093,500

Debentures

18

 

-

 

1,289,386

 

458,165

 

2,042,075

Private pension plan

19

 

-

 

-

 

802

 

85,374

Regulatory charges

20

 

-

 

-

 

852,017

 

43,795

Taxes, fees and contributions

21

 

747

 

1,859

 

653,342

 

436,267

Dividends and interest on capital payable

25

 

212,531

 

13,555

 

221,855

 

19,086

Estimated payroll

   

-

 

-

 

79,924

 

70,252

Derivatives

35

 

981

 

-

 

981

 

38

Sector financial liability

8

 

-

 

-

 

-

 

21,998

Use of public asset

23

 

-

 

-

 

9,457

 

4,000

Other payables

24

 

18,041

 

17,877

 

904,971

 

835,941

TOTAL CURRENT LIABILITIES

   

1,206,708

 

1,338,488

 

9,524,873

 

7,417,104

                   

NONCURRENT LIABILITIES

                 

Trade payables

16

 

-

 

-

 

633

 

633

Interest on debts

17

 

-

 

-

 

120,659

 

60,717

Interest on debentures

18

 

-

 

-

 

16,487

 

-

Borrowings

17

 

-

 

-

 

11,592,206

 

9,426,634

Debentures

18

 

-

 

-

 

6,363,552

 

6,136,400

Private pension plan

19

 

-

 

-

 

474,318

 

518,386

Deferred tax liabilities

9

 

-

 

-

 

1,432,594

 

1,401,009

Provision for tax, civil and labor risks

22

 

1,635

 

725

 

569,534

 

508,151

Derivatives

35

 

-

 

-

 

33,205

 

13,317

Use of public asset

23

 

-

 

-

 

83,124

 

80,992

Provision for equity interest losses

13

 

33,969

 

-

 

-

 

-

Other payables

24

 

31,961

 

35,540

 

191,148

 

183,766

TOTAL NONCURRENT LIABILITIES

   

67,565

 

36,264

 

20,877,460

 

18,330,004

                   

EQUITY

25

               

Issued capital

   

5,348,312

 

4,793,424

 

5,348,312

 

4,793,424

Capital reserves

   

468,082

 

468,082

 

468,082

 

468,082

Legal reserve

   

694,058

 

650,811

 

694,058

 

650,811

Statutory reserve - concession financial asset

   

585,451

 

330,437

 

585,451

 

330,437

Statutory reserve - working capital improvement

   

392,972

 

554,888

 

392,972

 

554,888

Accumulated comprehensive income

   

185,321

 

145,893

 

185,321

 

145,893

     

7,674,196

 

6,943,535

 

7,674,196

 

6,943,535

Equity attributable to noncontrolling interests

   

-

 

-

 

2,455,942

 

2,453,794

TOTAL EQUITY

   

7,674,196

 

6,943,535

 

10,130,138

 

9,397,329

                   

TOTAL LIABILITIES AND EQUITY

   

8,948,469

 

8,318,287

 

40,532,471

 

35,144,436

 

(*) Balances include the effect presented in note 13.4.

 

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, 2015 - CPFL Energia S. A

 

 

CPFL ENERGIA S.A.

 

Statement of income for the years ended on December 31, 2015 and 2014

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

     

Parent company

 

Consolidated

 

Note

 

2015

 

2014

 

2015

 

2014

                   

Net operating revenue

27

 

1,157

 

61

 

20,205,869

 

17,305,942

Cost of electric energy services

                 

Cost of electric energy

28

 

-

 

-

 

(13,311,747)

 

(10,643,130)

Operating cost

29

 

-

 

-

 

(1,907,197)

 

(1,672,359)

Services rendered to third parties

29

 

-

 

-

 

(1,049,101)

 

(946,052)

     

 

 

 

 

 

 

 

Gross operating income

   

1,157

 

61

 

3,937,825

 

4,044,401

Operating expenses

29

               

Sales expenses

   

-

 

-

 

(464,583)

 

(402,698)

General and administrative expenses

   

(29,911)

 

(26,175)

 

(863,499)

 

(773,630)

Other operating expense

   

-

 

-

 

(357,653)

 

(328,000)

                   
     

 

 

 

 

 

 

 

Income from electric energy service

   

(28,754)

 

(26,114)

 

2,252,090

 

2,540,073

                   

Equity in subsidiaries

13

 

926,951

 

1,011,185

 

216,885

 

59,684

Finance income (expense)

30

               

Income

   

74,854

 

117,855

 

1,558,047

 

890,436

Expense

   

(97,802)

 

(143,319)

 

(2,572,567)

 

(1,979,890)

     

(22,948)

 

(25,464)

 

(1,014,520)

 

(1,089,454)

Income before taxes

   

875,250

 

959,607

 

1,454,454

 

1,510,304

Social contribution

9

 

(797)

 

5,172

 

(160,162)

 

(168,989)

Income tax

9

 

(9,513)

 

(15,602)

 

(419,015)

 

(454,871)

     

(10,309)

 

(10,430)

 

(579,177)

 

(623,860)

                   

Net income

   

864,940

 

949,177

 

875,277

 

886,443

                   

Net income attributable to controlling shareholders

           

864,940

 

949,177

Net income/(loss) attributable to noncontrolling shareholders

           

10,337

 

(62,733)

Earnings per share attributable to controlling shareholders - basic - R$

26

 

0.87

 

0.96

 

0.87

 

0.96

Earnings per share attributable to controlling shareholders - diluted - R$

26

 

0.85

 

0.94

 

0.85

 

0.94

 

 

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, 2015 - CPFL Energia S. A

 

 

CPFL Energia S.A.

 

Statement of comprehensive income for the years ended on December 31, 2105 and 2014

(In thousands of Brazilian reais – R$)

   

Parent company

   

2015

 

2014

Net income

 

864,940

 

949,177

         

Other comprehensive income:

       

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

       

Equity on comprehensive income of subsidiaries

 

65,547

 

(225,720)

         

Comprehensive income of the year - parent company

 

930,488

 

723,457

         
   

Consolidated

   

2015

 

2014

Net income

 

875,277

 

886,443

         

Other comprehensive income:

       

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

       

- Actuarial gain/(loss), net of tax effects

 

65,547

 

(225,720)

         

Comprehensive income of the year - consolidated

 

940,825

 

660,724

Comprehensive income attributable to controlling shareholders

 

930,488

 

723,457

Comprehensive income attributable to non controlling shareholders

 

10,337

 

(62,733)

 

 

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, 2015 - CPFL Energia S. A

 

 

CPFL Energia S.A.

 

Statement of changes in shareholders' equity for the years ended on December 31, 2015 and 2014

(In thousands of Brazilian reais – R$)

         

Profit reserves

 

Accumulated comprehensive income

         

Net equity attributable to noncontrolling shareholders

 
         

 

 

 

 

Statutory reserve

 

 

 

 

 

 

         

 

 

 

   
 

Issued capital

 

Capital reserves

 

Legal reserve

 

Reserve of retained earnings for investment

 

Concession financial asset

 

Working capital improvement

 

Dividend

 

Deemed Cost

 

Post-employment benefit obligation

 

Retained earnings

 

Total

 

Accumulated comprehensive income

 

Other equity

 

Total Shareholders' equity

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

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(225,720)

 

949,177

 

723,457

 

-

 

(62,733)

 

660,724

Net income for the year

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

949,177

 

949,177

 

-

 

(62,733)

 

886,443

Other comprehensive income: actuarial gain (loss)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(225,720)

 

-

 

(225,720)

 

-

 

-

 

(225,720)

                                                       

Internal changes of shareholders' equity

-

 

-

 

47,459

 

-

 

65,400

 

554,888

     

(26,055)

 

-

 

(532,705)

 

-

 

(1,487)

 

1,455

 

(33)

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

 

-

 

-

 

-

 

-

Changes in statutory reserve for the year

-

 

-

 

-

 

-

 

65,400

 

554,888

 

-

 

-

 

-

 

(620,288)

 

-

 

-

 

-

 

-

Other changes in non-controlling shareholders

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(33)

 

(33)

                                                       

Capital transactions with the shareholders

-

 

180,452

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(416,472)

 

(803,822)

 

-

 

741,743

 

(62,079)

Prescribed dividend

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

5,722

 

5,722

 

-

 

-

 

5,722

Interim dividend

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(422,195)

 

(422,195)

 

-

 

(2,382)

 

(424,576)

Additional dividend approved

-

 

-

 

-

 

-

 

-

 

-

 

(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 (*)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

119,137

 

119,137

                                                       

Balance at December 31, 2014 (*)

4,793,424

 

468,082

 

650,811

 

-

 

330,437

 

554,888

 

-

 

483,610

 

(337,718)

 

-

 

6,943,535

 

17,003

 

2,436,791

 

9,397,329

                                                       

Total comprehensive income

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

65,547

 

864,940

 

930,488

 

-

 

10,337

 

940,825

Net income for the year

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

864,940

 

864,940

 

-

 

10,337

 

875,277

Other comprehensive income: actuarial gain (loss)

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

65,547

 

-

 

65,547

 

-

 

-

 

65,547

                                                       

Internal changes of shareholders' equity

-

 

-

 

43,247

 

-

 

255,013

 

392,972

 

-

 

(26,119)

 

-

 

(665,113)

 

-

 

(1,683)

 

1,635

 

(48)

Realization of deemed cost of fixed assets

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(39,574)

 

-

 

39,574

 

-

 

(2,550)

 

2,550

 

-

Tax on deemed cost realization

-

 

-

 

-

 

-

 

-

 

-

 

-

 

13,455

 

-

 

(13,455)

 

-

 

867

 

(867)

 

-

Legal reserve

-

 

-

 

43,247

 

-

 

-

 

-

 

-

 

-

 

-

 

(43,247)

 

-

 

-

 

-

 

-

Changes in statutory reserve for the year

-

 

-

 

-

 

-

 

255,013

 

392,972

 

-

 

-

 

-

 

(647,985)

 

-

 

-

 

-

 

-

Other changes in non-controlling shareholders

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(48)

 

(48)

                                                       

Capital transactions with the shareholders

554,888

 

-

 

-

 

-

 

-

 

(554,888)

 

-

 

-

 

-

 

(199,826)

 

(199,826)

 

-

 

(8,140)

 

(207,966)

Capital increase

554,888

 

-

 

-

 

-

 

-

 

(554,888)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Prescribed dividend

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

5,597

 

5,597

 

-

 

-

 

5,597

Dividend proposal approved

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(205,423)

 

(205,423)

 

-

 

(8,147)

 

(213,570)

Capital increase in subsidiaries with no change in control

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

7

 

7

                                                       

Balance at December 31, 2015

5,348,312

 

468,082

 

694,058

 

-

 

585,451

 

392,972

 

-

 

457,491

 

(272,171)

 

-

 

7,674,196

 

15,320

 

2,440,623

 

10,130,138

                                                       

 

 (*) Include the effect presented in note 13.4.

 

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

 

 

45


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

CPFL Energia S.A.

Statement of cash flow for the years ended on December 31, 2015 and 2014

(In thousands of Brazilian reais – R$)

               
 

Parent company

 

Consolidated

 

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014

               

Income, before income tax and social contribution

875,250

 

959,607

 

1,454,454

 

1,510,304

Adjustment to reconcile Income to cash provided by operating activities

             

Depreciation and amortization

170

 

173

 

1,279,902

 

1,159,964

Provision for tax, civil and labor risks

1,497

 

640

 

258,539

 

191,228

Allowance for doubtful accounts

-

 

-

 

126,879

 

83,699

Interest and monetary adjustment

94,588

 

142,278

 

1,519,819

 

1,486,061

Post-employment benefit loss (gain)

-

 

-

 

60,184

 

48,165

Interest in subsidiaries, associates and joint ventures

(926,951)

 

(1,011,185)

 

(216,885)

 

(59,684)

Impairment

-

 

-

 

38,956

 

-

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

-

 

-

 

16,309

 

20,726

Deferred taxes (PIS and COFINS)

-

 

-

 

19,138

 

24,946

Other

-

 

-

 

(5,825)

 

(2,431)

 

44,553

 

91,513

 

4,551,470

 

4,462,977

Decrease (increase) in operating assets

             

Consumers, concessionaires and licensees

-

 

-

 

(1,055,143)

 

(265,103)

Dividend and interest on equity received

627,014

 

1,248,982

 

24,050

 

40,374

Taxes recoverable

(12,350)

 

1,564

 

(62,041)

 

(134)

Escrow deposits

(48)

 

(444)

 

22,827

 

65,732

Sector financial asset

-

 

-

 

(858,860)

 

(932,719)

Resources provided by the Energy Development Account - CDE / CCEE

-

 

-

 

181,141

 

(352,379)

Concession financial asset (transmission)

-

 

-

 

(44,243)

 

(62,299)

Other operating assets

933

 

(411)

 

(82,278)

 

20,634

               

Increase (decrease) in operating liabilities

             

Trade payables

366

 

(336)

 

787,063

 

470,982

Other taxes and social contributions

804

 

(389)

 

412,703

 

193,357

Other liabilities with post-employment benefit obligation

-

 

-

 

(112,172)

 

(118,897)

Regulatory charges

-

 

-

 

808,223

 

11,415

Tax, civil and labor risks paid

(674)

 

(209)

 

(247,512)

 

(188,000)

Sector financial liability

-

 

-

 

(23,170)

 

21,998

Resources provided by the CDE - payable

-

 

-

 

19,696

 

25,807

Other operating liabilities

(3,907)

 

5,694

 

107,930

 

84,467

Cash flows provided by (used in) operations

656,691

 

1,345,964

 

4,429,684

 

3,478,212

Interests on borrowings and debentures paid

(36,858)

 

(138,599)

 

(1,595,649)

 

(1,333,570)

Income tax and social contribution paid

(2,172)

 

(21,463)

 

(276,061)

 

(552,070)

Net cash provided by (used in) operating activities

617,661

 

1,185,902

 

2,557,974

 

1,592,572

               

Investing activities

             

Price paid in business combination net of cash acquired

-

 

-

 

-

 

(68,464)

Cash incorporated in business combination

-

 

-

 

-

 

139,293

Capital (increase) decrease in investments

(490,010)

 

(360,000)

 

-

 

(45,445)

Sale of interest in investees

-

 

-

 

10,454

 

-

Additions to property, plant and equipment

(535)

 

-

 

(550,003)

 

(345,049)

Financial investments, pledges, funds and tied deposits

-

 

-

 

(147,914)

 

(7,839)

Additions to intangible assets

(12)

 

(13)

 

(877,793)

 

(716,818)

Sale of noncurrent assets

-

 

-

 

10,586

 

43,024

Advance for future capital increase

(52,680)

 

(27,153)

 

-

 

-

Loans to subsidiaries and associates

10,845

 

(2,822)

 

29,776

 

949

Return by the supplier of advances

-

 

-

 

-

 

67,342

               

Net cash flow provided by (used in) investing activities

(532,392)

 

(389,988)

 

(1,524,894)

 

(933,007)

               

Financing activities

             

Capital increase by noncontrolling shareholders

-

 

-

 

7

 

1,123

Borrowings and debentures obtained

829,997

 

-

 

4,532,167

 

3,186,384

Borrowings and debentures paid

(1,290,000)

 

-

 

(4,037,685)

 

(2,559,771)

Derivative instruments paid

-

 

-

 

(135,309)

 

(119,628)

Business combination payment

-

 

-

 

(61,709)

 

-

Dividend and interest on shareholders’ equity paid

(850)

 

(986,811)

 

(5,204)

 

(1,016,641)

Net cash flow provided by (used in) financing activities

(460,853)

 

(986,811)

 

292,267

 

(508,533)

Increase (decrease) in cash and cash equivalents

(375,584)

 

(190,897)

 

1,325,347

 

151,032

Opening balance of cash and cash equivalents

799,775

 

990,672

 

4,357,455

 

4,206,422

Closing balance of cash and cash equivalents

424,192

 

799,775

 

5,682,802

 

4,357,455

 

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

 

46


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

CPFL Energia S.A.

 

Added value statements of income for the years ended on December 31, 2015 and 2014

(in thousands of Brazilian Reais)

               
 

Parent company

 

Consolidated

 

2015

 

2014

 

2015

 

2014

1. Revenues

1,821

 

81

 

34,377,361

 

23,057,172

1.1 Operating revenues

1,274

 

78

 

32,862,289

 

21,851,381

1.2 Revenue related to the construction of own assets

547

 

3

 

595,282

 

344,492

1.3 Revenue from construction of concession infrastructure

-

 

-

 

1,046,669

 

944,997

1.4 Allowance of doubtful accounts

-

 

-

 

(126,879)

 

(83,699)

               

2. (-) Inputs

(10,322)

 

(7,701)

 

(17,590,769)

 

(14,092,481)

2.1 Electricity purchased for resale

-

 

-

 

(14,749,957)

 

(11,780,445)

2.2 Material

(586)

 

(21)

 

(1,116,288)

 

(857,284)

2.3 Outsourced services

(7,239)

 

(5,060)

 

(1,122,529)

 

(1,008,775)

2.4 Other

(2,496)

 

(2,620)

 

(601,995)

 

(445,978)

               

3. Gross added value (1 + 2)

(8,501)

 

(7,620)

 

16,786,592

 

8,964,691

               

4. Retentions

(170)

 

(173)

 

(1,281,726)

 

(1,160,713)

4.1 Depreciation and amortization

(170)

 

(173)

 

(979,062)

 

(875,696)

4.2 Amortization of intangible assets of concession

-

 

-

 

(302,665)

 

(285,018)

               

5. Net added value generated (3 + 4)

(8,670)

 

(7,793)

 

15,504,865

 

7,803,977

               

6. Added value received in transfer

1,011,013

 

1,141,740

 

1,861,444

 

962,928

6.1 Financial Income

84,061

 

130,555

 

1,644,560

 

903,244

6.2 Interest in subsidiaries, associates and joint ventures

926,951

 

1,011,185

 

216,885

 

59,684

               

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

1,002,342

 

1,133,947

 

17,366,310

 

8,766,905

               

8. Distribution of added value

             

8.1 Personnel and charges

16,939

 

15,507

 

905,102

 

814,979

8.1.1 Direct remuneration

9,963

 

8,455

 

562,082

 

500,471

8.1.2 Benefits

5,987

 

6,257

 

298,738

 

275,322

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

988

 

796

 

44,283

 

39,186

8.2 Taxes, fees and contributions

28,424

 

25,807

 

12,910,440

 

5,044,467

8.2.1 Federal

28,394

 

25,782

 

8,207,474

 

1,916,922

8.2.2 Estate

30

 

24

 

4,688,978

 

3,109,743

8.2.3 Municipal

-

 

-

 

13,988

 

17,802

8.3 Lenders and lessors

92,040

 

143,456

 

2,675,490

 

2,021,016

8.3.1 Interest

91,918

 

143,318

 

2,622,405

 

1,954,293

8.3.2 Rental

121

 

138

 

53,085

 

46,929

8.3.3 Other

-

 

-

 

-

 

19,794

8.4 Interest on capital

864,940

 

949,177

 

875,277

 

886,443

8.4.1 Dividend (included additional proposed)

173,708

 

281,430

 

164,228

 

208,674

8.4.2 Retained earnings

691,232

 

667,747

 

711,050

 

677,770

 

1,002,342

 

1,133,947

 

17,366,310

 

8,766,905

 

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

 

 

47


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

CPFL ENERGIA S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2015 and 2014

(Amounts in thousands of Brazilian reais – R$, unless otherwise stated)

 

( 1 )  OPERATIONS

CPFL Energia S.A. (“CPFL Energia” or “Company”) is a publicly-held corporation incorporated for the principal purpose of operating as a holding company, with equity interests in other companies primarily engaged in electric energy distribution, generation and commercialization activities in Brazil.

The Company’s registered office is located at Rua Gomes de Carvalho, 1510 - 14º andar - Sala 142 - Vila Olímpia - São Paulo - SP - Brazil.

The Company has direct and indirect interests in the following subsidiaries and joint ventures (information on the concession area, number of consumers, energy production capacity and related data are not audited by the independent auditors):

 

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

 

4,218

 

30 years

 

November 2027

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

 

Publicly-quoted corporation

 

Direct
100%

 

Interior and coast of São Paulo

 

27

 

1,659

 

30 years

 

October 2028

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

 

Publicly-quoted corporation

 

Direct
100%

 

Interior of Rio Grande do Sul

 

255

 

1,444

 

30 years

 

November 2027

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

 

Private corporation

 

Direct
100%

 

Interior of São Paulo and Paraná

 

27

 

205

 

30 years

 

July 2045

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

 

Private corporation

 

Direct
100%

 

Interior of São Paulo

 

7

 

57

 

30 years

 

July 2045

Companhia Jaguari de Energia ("CPFL Jaguari")

 

Private corporation

 

Direct
100%

 

Interior of São Paulo

 

2

 

39

 

30 years

 

July 2045

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

 

Private corporation

 

Direct
100%

 

Interior of São Paulo

 

5

 

83

 

30 years

 

July 2045

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

 

Private corporation

 

Direct
100%

 

Interior of São Paulo and Minas Gerais

 

4

 

46

 

30 years

 

July 2045

 

 

                   

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 and Goiás

 

1 Hydropower, 4 SHPs (a) e 1 Thermal

 

729

 

729

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

 

Private corporation

 

Indirect
65%

 

Rio Grande do Sul

 

3 Hydropower

 

360

 

234

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

 

Private corporation

 

Indirect
51%

 

Santa Catarina and
Rio Grande do Sul

 

1 Hydropower

 

855

 

436

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

 

Private corporation

 

Indirect
48.72%

 

Santa Catarina

 

1 Hydropower

 

880

 

429

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

 

Publicly-quoted corporation

 

Indirect
25.01%

 

Santa Catarina and
Rio Grande do Sul

 

1 Hydropower

 

690

 

173

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

 

Private corporation

 

Indirect
53.34%

 

Paraíba

 

2 Thermal

 

342

 

182

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

 

Private corporation

 

Indirect
59.93% (b)

 

Tocantins

 

1 Hydropower

 

903

 

63

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

 

Publicly-quoted corporation

 

Indirect
51.61%

 

(c)

 

(c)

 

(c)

 

(c)

CPFL Centrais Geradoras Ltda ("CPFL Centrais Geradoras")

 

Limited company

 

Direct
100%

 

São Paulo

 

6 MHPs (g)

 

4

 

4

 

 

 

48


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Energy commercialization

 

Company type

 

Core activity

 

Equity interest

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

 

Privately-held corporation

 

Energy commercialization

 

Direct
100%

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

 

Limited liability company

 

Commercialization and provision of energy services

 

Indirect
100%

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

 

Privately-held corporation

 

Energy commercialization

 

Indirect
100%

CPFL Planalto Ltda. ("CPFL Planalto")

 

Limited liability company

 

Energy commercialization

 

Direct
100%

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

 

Privately-held corporation

 

Energy commercialization

 

Indirect
100%

             

Provision of services

 

Company type

 

Core activity

 

Equity interest

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

 

Privately-held corporation

 

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

 

Direct
100%

NECT Serviços Administrativos Ltda ("Nect")

 

Limited liability company

 

Provision of administrative services

 

Direct
100%

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

 

Limited liability company

 

Provision of call center services

 

Direct
100%

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

 

Limited liability company

 

Collection services

 

Direct
100%

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

 

Privately-held corporation

 

Energy efficiency management

 

Direct
100%

TI Nect Serviços de Informática Ltda. ("Authi") (f)

 

Limited liability company

 

Provision of IT services

 

Direct
100%

CPFL GD S.A ("CPFL GD") (h)

 

Privately-held corporation

 

Provision of services for energy generation companies

 

Indirect
100%

             

Others

 

Company type

 

Core activity

 

Equity interest

CPFL Jaguariúna Participações Ltda ("CPFL Jaguariuna")

 

Limited liability company

 

Holding company

 

Direct
100%

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

 

Limited liability company

 

Holding company

 

Direct
100%

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

 

Privately-held corporation

 

Holding company

 

Indirect
51%

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

 

Privately-held corporation

 

Holding company

 

Indirect
99.95%

CPFL Telecom S.A ("CPFL Telecom")

 

Privately-held corporation

 

Telecommunication services

 

Direct
100%

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

 

Privately-held corporation

 

Energy transmission services

 

Indirect
100%

CPFL Transmissora Morro Agudo S.A ("CPFL Transmissão Morro Agudo") (e)

 

Privately-held corporation

 

Energy transmission services

 

Indirect
100%

 

a)     SHP – Small Hydropower Plant.

 

b)    Paulista Lajeado has a 7% share in the installed power of Investco S.A. (5.94% interest in total capital).

 

c)     CPFL Renováveis has operations in the states of São Paulo, Minas Gerais, Mato Grosso, Santa Catarina, Ceará, Rio Grande do Norte, Paraná and Rio Grande do Sul and its main activities are: (i) holding investments in companies of the renewable energy segment; (ii) identification, development, and exploration of generation potentials; and (iii) sale of electric energy. At December 31, 2015, CPFL Renováveis had a portfolio of 126 projects with installed capacity of 2,909.2 MW (1,799.3 MW in operation), as follows:

 

·       Hydropower generation: 47 SHP’s (557.7 MW) with 38 SHPs in operation (399 MW) and 9 SHPs under development (158.7 MW);

·       Wind power generation: 70 projects (1,980.4 MW) with 34 projects in operation (1,029.2 MW) and 36 projects under construction/development (951.2 MW);

 

49


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

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

·       Solar power generation: 1 solar plant in operation (1.1 MW).

 

(d)   The joint venture Chapecoense has as its direct subsidiary Foz do Chapecó and fully consolidates its financial statements. 

(e)   In January, approval was granted for establishing CPFL Transmissora Morro Agudo S.A. (“CPFL Transmissão Morro Agudo”), a subsidiary of CPFL Geração. The new subsidiary’s objective is to operate electric energy transmission concessions, including activities of construction, implementation, operation and maintenance of installations for transmission of power from the basic grid of the Brazilian National Interconnected System (“SIN”).

(f)    In September 2014, the direct subsidiary, TI Nect Serviços de Informática Ltda. (“Authi”), was established in order to provide information technology services, maintenance of such technology, system upgrading, development and customization of programs and maintenance of computers and peripheral equipment.

(g)   MHP – micro hydroelectric plant

(h)   In August 2015, the company CPFL GD S.A. was established as a wholly owned subsidiary of CPFL Eficiência Energética S.A. mainly aimed at providing services and general consulting for the electric energy market and selling goods related to central electric energy stations.

As determined in an Order from the Federal Minister of Mines & Energy in November 2015, subsidiaries CPFL Santa Cruz, CPFL Leste Paulista, CPFL Jaguari, CPFL Sul Paulista and CPFL Mococa signed on December 9, 2015 the 5th amendment to concession agreement No. 17/1999-ANEEL, which expired on July 7, 2015. Accordingly, the term of these subsidiaries for engaging in electric energy distribution activities was extended for another 30 years, hence expiring on July 7, 2045. The amendment was formalized in accordance with Law 12,783 of January 11, 2013, of Decree No. 7.805 of September 14, 2012, and Decree No. 8.461 of June 2, 2015, which established the terms and conditions for such extension relating to operational and economic-financial criteria. The new amendment required from the Company’s subsidiaries the compliance with the following criteria: (i) efficiency in relation to the quality of the service performed, (ii) efficiency in terms of economic-financial management, (iii) operational and economic rationality, and (iv) tariff moderation.

The compliance with such indicators will be monitored by the Regulatory Agency - ANEEL, and an administrative proceeding may be filed in the event of non-compliance.

( 2 )  PRESENTATION OF THE FINANCIAL STATEMENTS

2.1  Basis of presentation

The individual (Parent Company) and consolidated financial statements have been prepared in accordance with International Financial Reporting Standards – IFRS,  issued by the International Accounting Standard Board – IASB, and accounting practices adopted 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 Brazilian Electricity Regulatory Agency (Agência Nacional de Energia Elétrica – ANEEL), when these do not conflict with the accounting practices  adopted in Brazil and/or international Financial Reporting Standards.

Management states that all material information of the financial statements is disclosed and corresponds to what is used in the Company's management.

The financial statements were approved by Management and authorized for issue on March 7, 2016.

 

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

2.2  Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following items recorded in the statements of income: 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. The classification of the fair value measurement in the level 1, 2 or 3 categories (depending on the degree of observance of the variables used) is presented in note 35 – Financial Instruments.

 

2.3  Use of estimates and judgments

The preparation of financial statements requires the Company’s 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, the Company’s management reviews the estimates and assumptions on an ongoing basis, based on previous experience and other relevant factors. Adjustments resulting from revisions to accounting estimates are recognized in the period in which the estimates are revised and applied on a prospective basis.

The main accounts that require the adoption of estimates and assumptions, which are subject to a greater degree of uncertainty and may result in a material adjustment if these estimates and assumptions suffer significant changes in subsequent periods, are:

·         Note 6 – Consumers, concessionaires and licensees;

·         Note 8 – Sector financial asset and liability;

·         Note 9 – Deferred tax assets and liabilities;

·         Note 10 – Leases;

·         Note 11 – Concession financial asset;

·         Note 12 – Other receivables (Allowance for doubtful debts);

·         Note 14 – Property, plant and equipment and impairment;

·         Note 15 – Intangible assets and impairment;

·         Note 19 – Private pension plan;

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

·         Note 24 – Other payables (Provision for socio environmental costs)

·         Note 27 – Net operating revenue;

·         Note 28 – Cost of electric energy; and

·         Note 35 – Financial instruments.

2.4  Functional currency and presentation currency

The Company’s functional currency is the Brazilian Real, and the individual and consolidated financial statements are presented in thousands of reais.  Figures are rounded only after sum-up of the amounts.  Consequently, when summed up, the amounts stated in thousands of reais may not tally with the rounded totals.

2.5  Segment information

An operating segment is a component of the Company (i) that engages in operating activities from which it earns revenues and incurs 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 individual financial information is available.

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

The Company’s management uses reports to make strategic decisions, segmenting the business into: (i) electric energy distribution activities (“Distribution”); (ii) electric energy generation from conventional sources activities (“Generation”); (iii) electric energy generation activities from renewable sources (“Renewables”); (iv) energy commercialization activities (“Commercialization”); (v) service activities (“Services”); and (vi) other activities not listed in the previous items.

The presentation of the operating segments includes items directly attributable to them, as well as any allocations required, including intangible assets.

2.6  Information on equity interests

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

At December 31, 2015 and 2014, the noncontrolling interests recognized in the financial statements refer to the interests held by third parties in subsidiaries CERAN, Paulista Lajeado and CPFL Renováveis

2.7  Statement of value added

The Company has prepared the individual and consolidated statements of value added (“DVA”) in conformity with technical pronouncement CPC 09 - Statement of Value Added, which are presented as an integral part of the financial statements in accordance with accounting practices adopted in Brazil and as supplementary 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 SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used in preparing the Company’s financial statements are set out below. These policies have been consistently applied to all periods presented.

 

3.1  Concession agreements

ICPC 01 (R1) and IFRIC 12 – Service Concession Arrangements establish general guidelines for the recognition and measurement of obligations and rights related to concession agreements and apply to situations in which the granting authority 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.

When these definitions are met, the infrastructure of distribution concessionaires is segregated at the time of construction in accordance with the CPC and IFRS requirements, so that the following are recognized in the financial statements (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 concession financial asset 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), and takes into consideration changes in the estimated cash flow, mainly based on factors such as new replacement price, and adjustment for (i) IPCA (Extended Consumer Price Index) to the subsidiaries CPFL Paulista, CPFL Piratininga and RGE and (ii) inflation based on the IGP-M (General Market Price Index) to other subsidiaries of the distribution segment. The financial asset is classified as available-for-sale, with the corresponding cash flow changes entry in a finance income or cost account in the statement of profit or loss for the year (Note 4). 

The remaining amount is recognized as intangible asset 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.

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Services related to the construction of infrastructure are recognized 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 classified as intangible assets are amortized over the concession period 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 constructions 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 construction revenues and costs are therefore presented in the statement of profit or loss for the year in the same amounts.

 

3.2  Financial instruments

-         Financial assets

Financial assets are recognized initially on the date that they are originated or on the 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 into any of the previous categories. Subsequent to initial recognition, interest calculated using the effective interest method is recognized in the statement of profit or loss as part of the finance income. Changes in fair value of these financial assets are recognized in other comprehensive income. The accumulated result in 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 to match the effects of recognition of income and expenses to obtain more relevant and consistent accounting information, or (iii) derivatives. These liabilities are measured at fair value and any changes in fair value are subsequently recognized in profit or loss.

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

 

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

The Company recognizes financial guarantees when these are granted to non-controlled entities or when the financial guarantee is granted at a percentage higher than the Company's interest to cover commitments of joint ventures. Such guarantees are initially measured at fair value, by recognizing (i) a liability corresponding to the risk of non-payment of the debt, which is amortized against finance income simultaneously and in proportion to 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, guarantees are measured 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 presented at their net amount when there is a legal right to offset the amounts and the intent to realize the asset and settle the liability simultaneously.

The classifications of financial instruments are described in Note 35.

 

- Issued 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  Leases

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

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

Leases that 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 the lower of the leased asset’s 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 finance leases in which the Company or its subsidiaries act as lessors, receivables from lessees are initially recognized based on the fair value of the leased asset.

In both cases, the finance income/cost is recognized in the statement of profit or loss over the term of the lease agreement 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 Granting Authority.

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Gains and losses on disposal/write-off of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of the asset, and are recognized net within other operating income/expenses.

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 the ANEEL. The ANEEL, through Resolution No. 20 of February 3, 1999, amended by Normative Resolution No. 691 of December 8, 2015, releases Public Electric Energy Utility concessionaires from prior authorization for release of assets of no use to the concession, but determines that the proceeds from the disposal be deposited in a restricted 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 based on 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.

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

Negative goodwill is recognized as a gain in the statement of profit or loss in the year of the business acquisition.

In the individual financial statements, fair value adjustments (value added) of net assets acquired in business combinations are included in the carrying amount of the investment and the amortization is classified in the individual statement of income as “equity in subsidiaries” in accordance with ICPC 09 (R2). In the consolidated financial statements, the amount is stated as intangible asset and its amortization is classified in the consolidated statement of profit and loss as “amortization of concession intangible asset” in 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 period of the concessions, on a straight-line basis or based on the profit curves projected for the concessionaires, as applicable.

 

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

Items comprised in the infrastructure are directly tied to the Company’s electric energy distribution operation and cannot be removed, disposed of, assigned or pledged in mortgage without the prior and express authorization of the ANEEL. The ANEEL, through Resolution No. 20 of February 3, 1999, amended by Normative Resolution No. 691 of December 8, 2015, releases Public Electric Energy Utility concessionaires from prior authorization for release of assets of no use to the concession, but determines that the proceeds from the disposal be deposited in a restricted bank account for use in the concession.

 

(iii) Use of public asset:  certain generation concessions were granted with the condition of payments to the federal government for use of public asset. On the signing date of the respective agreements, the Company’s subsidiaries recognized 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 period of each concession. 

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

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 securities for both specific asset and at a collective level for all significant securities. Receivables and held-to-maturity 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 historical 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 as a credit through profit or loss.

(ii)  Available-for-sale: as the difference between the acquisition cost, net of any reimbursement and principal repayment 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 carried 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 amount. Other assets subject to amortization are tested for impairment whenever events or changes in circumstances 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 (i) its value in use or (ii) its fair value less costs to sell.

For impairment tests purposes, Management adopts the asset's value in use. In such cases, the assets (e.g. goodwill, concession intangible 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.

 

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

3.8  Employee benefits

Certain subsidiaries have post-employment benefits and pension plans, recognized under 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 the statement of 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 or expense) is calculated by applying the discount rate at the beginning of the period to the net amount of the defined benefit asset or liability. When applicable, the cost of past services is recognized immediately in profit or loss.

If the plan records a surplus and it becomes necessary to recognize an asset, the recognition is limited to 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 capital

Under Brazilian law, the Company is required to distribute a mandatory minimum annual dividend of 25% of profit adjusted in accordance with the Company´s bylaws. In conformity with Brazilian and international accounting standards, 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. According to Law 6.404/76, , the amounts paid out to shareholders in excess of the mandatory minimum dividend, will therefore be held in equity, in the “additional dividend proposed” account, as they do not meet the present obligation criteria at the reporting date.

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 capital determined in a half-yearly statement of income. An interim dividend and interest on capital declared at the base date of June 30, if any, is only recognized as a liability in the Company's financial statement after the date of the Board of Directors’ decision.

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

 

3.10 Revenue recognition

Operating revenue 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 economic benefits will flow to the entity, the associated costs can be reliably estimated, and the amount of the operating revenue can be reliably measured.

Revenue from electric energy distribution is recognized when the energy is supplied. Unbilled revenue related to the monthly billing cycle is recognized based on the actual amount of energy provided in the month and the annualized loss rate. Revenue from energy generation sales is recognized based on the assured energy and at tariffs specified in the terms of the contract or the current market price, as applicable. Revenue from energy trading is recognized based on bilateral contracts with market agents and duly registered with


the Electric Energy Trading Chamber - CCEE. No single consumer represents 10% or more of the Company’s total revenue.

 

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

Revenue from construction contracts is recognized based on the percentage of completion method, and losses, if any, are recognized the statement of profit or loss as incurred.

 

3.11 Income tax and social contribution

Income tax and social contribution expenses are calculated and recognized in accordance with the legislation in force and comprise current and deferred taxes. Income tax and social contribution are recognized in the statement of profit or loss except to the extent that they relate to items recognized directly in equity or other comprehensive income, when the net amounts of these tax effects are already recognized, and those arising from the initial recognition in business combinations.

Current taxes are the expected taxes payable or receivable/recoverable on the taxable profit or loss. Deferred taxes are recognized for temporary differences between the carrying amounts of assets and liabilities for accounting purposes and the equivalent amounts used for tax purposes and for tax loss carryforwards. 

The Company and certain subsidiaries recognize in their financial statements the effects of tax 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 tax credits related to benefits of merged goodwill, which are amortized in proportion to the individual projected profit for the remaining period of each concession agreement.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax 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 it is no longer probable that the related taxes benefit will be realized.

 

3.12 Earnings per share

Basic earnings per share are calculated by dividing the profit or loss for the year attributable to the 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 Government grants – CDE

Government grants are only recognized when it is reasonably certain that these amounts will be received by the Company. They are recognized 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 recovery the costs of hydrological risk, involuntary exposure and Energy System Service charges - ESS.

The subsidies received through funds from the Energy Development Account - CDE (notes 27 and 28) have the main purpose of offsetting discounts granted and expenses already incurred in order to provide immediate financial support 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 and licensees 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 agreement, the periodic review for purposes of reconciliation of part of Parcel B (controllable costs) and adjustment of Parcel A (non-controllable costs).

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

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 actually 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 actually incurred, or an obligation to pay if the budgeted costs are higher than those actually incurred.

On November 25, 2014, according to Order No. 4621, ANEEL approved an amendment to the distribution companies´ concession agreements, to include a specific clause that assures the indemnification for outstanding balances (assets or liabilities) of any insufficient collection or reimbursement for the tariffs resulting from termination of the concession for any reason.

On December 10, 2014, the eight distribution subsidiaries signed the amendments to the concession agreements. The amendments include a specific clause that assures the indemnification for outstanding balances (assets or liabilities) of any insufficient collection or reimbursement for the tariffs 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 eliminated any uncertainty as to the realization of the asset and settlement of the liability. Accordingly, the Company and its distribution subsidiaries start to recognize, prospectively, the components of Parcel A and other financial components, such as financial assets and liabilities (note 8), against the line item “sector financial asset and liability” in other operating income (note 27).  After the initial recognition, the sector asset and liability balances are mainly adjusted for inflation based on the variation in the SELIC rates, based on their respective nature.

 

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 Company and subsidiaries in exchange for control of the acquiree. Costs related to the acquisition are generally recognized in profit or loss, when incurred.

The noncontrolling interests are initially measured either at fair value or at the noncontrolling interests’ 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 concession intangible asset) and net liabilities assumed at the acquisition date are recognized as goodwill. In the event that the fair value of the identifiable assets  and net liabilities assumed exceeds the consideration transferred, a bargain purchase is identified and the gain is recognized in the statement of profit or loss at the acquisition date.

 

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

3.16 Basis of consolidation

(i)     Business combinations

The Company measures goodwill as the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, less the recognized fair value of the identifiable assets acquired and liabilities assumed, all measured at 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 purposes of consolidation and/or equity method of accounting, as applicable, are aligned with the Company's accounting policies.

In the individual (parent company) financial statements, the financial information on subsidiaries and joint ventures, as well as on associates, is accounted for under the equity method. In the consolidated financial statements, the information on joint ventures and associates, companies in which the Company has significant influence, is accounted for under the equity method.

The consolidated financial statements include the balances and transactions of the Company and its subsidiaries. The balances and transactions of assets, liabilities, income and expenses have been fully consolidated for the subsidiaries. Prior to consolidation into the Company's financial statements, the financial statements of subsidiaries CPFL Geração, CPFL Brasil, CPFL Jaguari Geração and CPFL Renováveis are fully consolidated into those of their subsidiaries.

Intragroup 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 CPFL Energia 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 noncontrolling interests is stated in equity and in the statements of profit or loss and comprehensive income in each period presented. 

The balances of joint ventures, as well as the Company’s interest in each of them are described in note 13.5.

 

(iii)   Acquisition of noncontrolling interests

Accounted for as transaction among shareholders. Consequently, no gain or goodwill is recognized as a result of such transaction.

 

3.17 New standards and interpretations adopted

A number of IASB and CPC standards were issued or revised and are mandatory for accounting periods beginning on January 1, 2015:

a) Amendments to IAS 19 (R) – Defined Benefit Plans: Employee Contributions

The amendments to IAS 19 clarify how an entity should account for contributions made by employees or third parties to defined benefit plans. When the formal terms of the plan specify contributions from employees or third parties, the accounting depends on whether the contributions are linked to service:

·       If contributions are independent of the number of years of service, this affects the revaluation of the liability or asset associated to the defined benefit.

·       If contributions are dependent on service, they reduce the service cost. If the contribution is dependent on the number of years of service, the entity should attribute it to the period of service using the method defined in paragraph 70 of IAS 19 (R). If the contribution amount is not dependent on the number of years of service, the entity can reduce the service cost in the period in which the service is rendered, or reduce the service cost attributing the employee’s period of service, in accordance with paragraph 70 of IAS 19 (R ). 

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

These amendments were applied and there was no impact on the disclosures or amounts recognized in the consolidated financial statements for the year ended December 31, 2015.

 

b) Amendments to IFRSs – Annual Improvements to IFRSs 2010-2012 Cycle and Annual Improvements to IFRSs 2011-2013 Cycle (effective beginning on or after July 1, 2014)

The amendments included in the Annual Improvements to IFRS 2010-2012 Cycle and 2011-2013 Cycle did not have material impact on the disclosures or amounts recognized in the Company’s consolidated financial statements for the year ended December 31, 2015.

 

3.18 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, 2015. Consequently, the Company has not adopted them:

a)  IFRS 9 – Financial Instruments

IFRS 9 is effective for the financial statements of an entity prepared in accordance with IFRS for annual periods beginning on or after January 1, 2018 and earlier application is permitted.

The standard establishes new requirements for classification and measurement of financial assets and liabilities. Financial assets are classified into 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 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 the statement of profit or loss, unless such recognition results in a mismatching in the statement of profit or loss.

In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as opposed to an incurred credit loss under IAS 39/CPC 38. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition. In other words, it is no longer necessary for a credit event to have occurred before credit losses are recognized.

Regarding the modifications related to hedge accounting, IFRS 9 retains three types of hedge accounting mechanisms currently available in IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of risks components of non-financial items that are eligible for hedge accounting. In addition, the effectiveness test has been overhauled and replaced with the principle of an “economic relationship”. Retrospective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity’s risk management have also been introduced.

The Company’s distribution subsidiaries have material assets classified as “available-for-sale”, in accordance with the current requirements of IAS 39/CPC 38. These assets represent the right to indemnity at the end of the concession period of the distribution subsidiaries. The designation of these instruments as available-for-sale occurs due to the non-classification in the other three categories described in IAS 39/CPC 38 (loans and receivables, fair value through profit or loss and held-to-maturity). Management’s preliminary opinion is that, should these assets be classified as measured at fair value through profit or loss according to the new standard, the effects of the subsequent remeasurement of this asset would be recognized in profit or loss for the year. Thus, there will not be material impacts on the Company’s consolidated financial statements. 

Moreover, as the Company and its subsidiaries do not apply hedge accounting, Management concluded that there will not be material impact on the information disclosed or amounts recorded in its consolidated financial statements as a result of the amendments to standard. As regards the changes of the calculation of impairment of financial instruments, the Company is assessing the impacts of the adoption in tis consolidated financial statements.

 

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

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 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 January 1, 2016. Earlier application is permitted.

As the Company and its subsidiaries are not first-time adopters of IFRS, there will be no impacts 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, it will supersede 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 2018, and its early adoption is permitted. The Company is assessing the potential impacts of the adoption of this new standard and preliminarily assess that they will not be material in its consolidated financial statements.

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

The amendments to IFRS 11/ 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 January 1, 2016. Based on a preliminary assessment of the amendments, the Company's management believes that the application of these amendments to IFRS 11, should these transactions materialize, may impact its consolidated financial statement in future periods.

 

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 for property, plant and equipment items. The amendments to IAS 38/CPC 04 (R1) introduced the rebuttable presumption that revenue is an inappropriate basis for amortizing an intangible asset. Such presumption can be rebuttable only in the two conditions set out:

(i) when 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 January 1, 2016.

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

The Company currently amortizes the concession intangible asset based on the projected income curve of the concessionaires over the remaining period of the concession. These projections are reviewed annually. The balances of the subsidiary CPFL Renováveis are amortized over the remaining period of the exploration rights, by the straight-line method.

In a preliminary analysis, the Company assessed that part of its intangible assets classified into item (i) use the profit curve as amortization method. Considering these amendments, this method will no longer will be permitted, and the Company will amortize these intangible assets prospectively and from 2016 using the straight-line method over the remaining period of the concessions. The preliminary and initial estimate of the impact is R$ 66,931 lower amortization between 2016 and 2020, generating higher profit, estimated at R$ 65,461. This effect will be offset against higher amortization between 2021 and 2036.

 

f)   Amendments to IAS 1/CPC 26 – Disclosure Initiatives

The amendments to IAS 1/CPC26 provide guidance as regards the application of the concept of materiality in practice.

These amendments are effective for annual periods beginning on or after January 1, 2016. Based on a preliminary assessment, the Company’s management does not believe that the application of these amendments to IAS 1/CPC26 will have a material impact on its consolidated financial statements.

 

g)  Amendments to IAS 27 – Equity Method in Separate Financial Statements.

The amendments permit that an entity account for investments in subsidiaries, joint ventures and associates in its separate financial statements using one of the three methods: (i) at cost, (ii) in accordance with IFRS 9/IAS 39 or (iii) using the equity method, as described in IAS 28 – Investments in Associates and Joint Ventures and defines that the same accounting criterion should be applied to each category of investments.

The amendments also define that when a parent company becomes or ceases to be an investment entity, it should account for the change as from the date in which the change occurs.

These amendments are effective retrospectively for annual periods beginning on or after January 1, 2016. The Company estimates that there will not be impacts on its consolidated financial statements since its does not prepare consolidated financial statements.

 

h)  Amendments to IFRS 10 and IAS 28 – Sale or Contribution of Assets between an Investor and its associate or joint venture.

The amendments deal with situations where there is a sale or contribution of assets between an investor and its associate or joint venture. Specifically, gains and losses resulting from loss of control of a subsidiary that does not represent a business in a transaction with an associate or joint venture that is accounted for using the equity method are recognized in the parent company's profit or loss only proportionally to the “unrelated investor’s” interest in this associate or joint venture. Similarly, gains and losses resulting from revaluation of investments retained in some former subsidiary (that has become an associate or joint venture accounted for using the equity method) at fair value are recognized in the profit or loss of the former parent company proportionally to the "unrelated investor’s"' interest in the new associate or joint venture.

These amendments are effective prospectively to annual periods beginning on or after January 1, 2016. The Company’s management believes that the application of these amendments to IFRS 11/CPC 19 (R2), should these transactions occur, may impact its consolidated financial statements in future periods.

 

i)    Amendments to IFRS 10, IFRS 12 and IAS 28 – Investment Entities: Applying the Consolidation Exception.

The amendments to IFRS 10, IFRS 12 and IAS 28 clarify that the relief from preparing consolidated financial statements is applicable to a parent entity that is a subsidiary of an investment entity, even if the investment entity assesses all its subsidiaries at fair value in accordance with IFRS 10. The amendments also clarify that the requirement for an investment entity to consolidate a subsidiary that renders services related to investment activities of the former is applicable only to subsidiaries that are not investment entities.

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

These amendments are effective retrospectively for annual periods beginning on or after January 1, 2016. The Company’s management does not believe that the application of the amendments to IFRS 10, IFRS 12 and IAS 28 will have a material impact on its consolidated financial statements since the Company is not an investment entity and does not have a subsidiary, associate or joint venture that qualifies as an investment entity.

 

j)    Annual Improvements to IFRSs 2012 – 2014 Cycle

j.1)   Amendments to IFRS 5 – Non-current Assets held for Sale and Discontinued Operations: Introduce specific guidance in IFRS 5 as to when an entity reclassifies an asset (or disposal group) from "held for sale" to "held for distribution to owners" (or vice versa). The amendments clarify that such change should be considered as a continuity of the original disposal plan and, therefore, the requirements in IFRS 5 in relation to the change of the disposal plan are not applicable. The amendments also clarify the guidance as regards the discontinuance of accounting of assets classified as "held for distribution". 

j.2)   Amendments to IFRS 7 – Financial Instruments: Disclosures (with amendments reflected in IFRS 1): provide additional guidance to clarify if a service agreement contains a continuing involvement in a transferred asset for purposes of the required disclosures related to assets transferred.

j.3)  Amendments to IAS 19 (R) – Employee Benefits: clarify that the rate used for discount of post-retirement benefit obligations should be determined based on  the market yield at the end of the reporting period for high quality corporate bonds. The assessment of the coverage of a market for high quality corporate bonds should be at the level of the currency (that is, the same currency in which the benefits will be paid). For currencies for which there is no highly liquidity market for these high quality corporate bonds, the base should be the market yield on government bonds denominated in that currency at the end of the reporting period.

j.4)   Amendments to IAS 34 – Interim Financial Statements: require that the information related to paragraph 16A of IAS 34 be included either in the interim financial statements or incorporated by reference in another part of the interim financial report that is available to users under the same terms and at the same time of the interim financial statements.

Based on a preliminary assessment of the amendments, the Company's management believes that the application of these amendments to IFRS 11/CPC 19 (R2), should these transactions materialize, may impact its consolidated financial statement in future periods.

k)  IFRS 16 – Leases

Issued on January 13, 2016, establishes, in the lessee’s view, a new form for accounting for leases currently classified as operating leases, which are now recognized similarly to leases classified as finance leases. As regards the lessors, it virtually retains the requirements of IAS 17, including only some additional disclosure aspects.

IFRS 16 is effective for annual periods beginning or on after January 1, 2019, and its early adoption is permitted as long as the entities also early adopt IFRS 15 - Revenues from contracts with customers. The Company is assessing the potential impacts of the adoption of this new standard.

 

 

( 4 )  DETERMINATION OF FAIR VALUES

A number of the Company’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 on 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 defines the fair value as the price estimate for an unforced transaction for the sale of the 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

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

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 of these assets is the estimated value for which an asset could be exchanged on the valuation date between knowledgeable interested parties in an unforced transaction between market participants on the measurement date. 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 are 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 at the end of the concession agreement. The methodology adopted for marking these assets to fair value 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 granting authority (“ANEEL”). This valuation basis is used for pricing the tariff, which is adjusted annually up to the next tariff review, based on the parameter of the main inflation indices.

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 granting authority and uses the Extended Consumer Price Index (“IPCA”) or the General Market Price Index (“IGP-M”) as the best estimates for adjusting the original base to the fair value at subsequent dates, in accordance with the tariff review process.

 

( 5 )  CASH AND CASH EQUIVALENTS

 

 

Parent company

Consolidated

 

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014

Bank balances

311

 

628

 

148,224

 

177,872

Short-term financial investments

423,881

 

799,147

 

5,534,578

 

4,179,583

Overnight investment (a)

-

 

-

 

26,914

 

84,512

Bank certificates of deposit (b)

-

 

-

 

1,255,666

 

557,018

Repurchase agreements secured on debentures (b)

-

 

-

 

433,693

 

15,985

Investment funds (c)

423,881

 

799,147

 

3,818,305

 

3,522,069

Total

424,192

 

799,775

 

5,682,802

 

4,357,455

 

a)   Current account balances, which earn daily interest by investment in repurchase agreements secured on debentures and interest of 15% of the variation in the Interbank Certificate of Deposit –(CDI).

b)   Short-term investments in Bank Certificates of Deposit (CDB) and repurchase agreements secured on 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)   Exclusive Fund investments, with daily liquidity and interest equivalent, on average, of 100.9% of the CDI, 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.

 

( 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, 2015 and 2014:

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

Consolidated

 

 

 

 

   
     

Past due

 

Total

 

Amounts coming due

 

until 90 days

 

> 90 days

 

December 31, 2015

 

December 31, 2014

Current

                 

Consumer classes

                 

Residential

340,541

 

394,199

 

59,085

 

793,826

 

469,318

Industrial

207,355

 

99,979

 

58,086

 

365,420

 

171,072

Commercial

156,922

 

84,740

 

21,597

 

263,259

 

148,120

Rural

50,397

 

12,037

 

1,823

 

64,257

 

36,319

Public administration

64,502

 

14,675

 

776

 

79,953

 

47,076

Public lighting

67,366

 

10,045

 

793

 

78,204

 

45,151

Public utilities

72,191

 

8,397

 

117

 

80,706

 

48,777

Billed

959,275

 

624,073

 

142,278

 

1,725,626

 

965,833

Unbilled

881,307

 

-

 

-

 

881,307

 

705,318

Financing of consumers' debts

149,899

 

24,436

 

22,700

 

197,035

 

103,512

CCEE transactions

163,266

 

5,901

 

394

 

169,561

 

227,986

Concessionaires and licensees

321,468

 

5,711

 

3,927

 

331,105

 

334,403

Other

10,770

 

-

 

-

 

10,770

 

18,660

Total

2,485,984

 

660,121

 

169,298

 

3,315,403

 

2,355,713

Allowance for doubtful debts

           

(140,485)

 

(104,588)

             

3,174,918

 

2,251,124

                   

Non current

                 

Financing of consumers' debts

101,585

 

-

 

-

 

101,585

 

96,547

Free energy

4,768

 

-

 

-

 

4,768

 

4,139

CCEE transactions

41,301

 

-

 

-

 

41,301

 

41,301

Total

147,654

 

-

 

-

 

147,654

 

141,988

Allowance for doubtful debts

           

(18,708)

 

(18,583)

             

128,946

 

123,405

 

Financing of Consumers' Debts - Refers to the negotiation of overdue receivables from consumers, principally public administration. Payment of some of these receivables 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 debts are recognized based on the best estimates of the subsidiaries’ Management for unsecured amounts or amounts that are not expected to be collected.

Electric Energy Trading Chamber (CCEE) transactions - The amounts refer to the sale of electric energy on the spot market. The noncurrent amounts mainly comprise: (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 allowance was recognized for these transactions.

Concessionaires and Licensees - Refer basically to receivables for the supply of electric energy to other concessionaires and licensees, mainly by the subsidiaries CPFL Geração, CPFL Brasil and CPFL Renováveis.

 

Allowance for doubtful debts

Movements in the allowance for doubtful debts are shown below:

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

 

Consolidated

 

Consumers, concessionaires and licensees

 

Other
receivables
(note 12)

 

Total

At December 31, 2013

(133,247)

 

(13,152)

 

(146,399)

Allowance - recognition (reversal)

(129,482)

 

(3,444)

 

(132,925)

Recovery of revenue

49,363

 

(136)

 

49,227

Write-off of accrued receivables

90,196

 

1,446

 

91,642

At December 31, 2014

(123,171)

 

(15,285)

 

(138,456)

Allowance - recognition (reversal)

(170,131)

 

(1,152)

 

(171,283)

Recovery of revenue

44,338

 

67

 

44,405

Write-off of accrued receivables

89,770

 

1,930

 

91,700

At December 31, 2015

(159,194)

 

(14,441)

 

(173,634)

           

Current

(140,485)

 

(12,460)

 

(152,944)

Noncurrent

(18,708)

 

(1,981)

 

(20,690)

 

 

( 7 )  TAXES RECOVERABLE

  

 

Parent company

 

Consolidated

 

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014

Current

             

Prepayments of social contribution - CSLL

-

 

-

 

35,019

 

21,951

Prepayments of income tax - IRPJ

2,171

 

-

 

76,920

 

32,030

Withholding income tax - IRRF on interest on capital

10,776

 

20,594

 

11,150

 

21,044

Income tax and social contribution to be offset

42,456

 

870

 

100,658

 

51,236

Withholding income tax - IRRF

16,996

 

21,530

 

125,392

 

88,249

State VAT - ICMS to be offset

-

 

-

 

63,450

 

66,641

Social Integration Program - PIS

74

 

1,072

 

8,543

 

7,527

Contribution for Social Security financing - COFINS

411

 

5,005

 

40,126

 

38,098

National Social Security Institute - INSS

-

 

-

 

12,660

 

1,846

Other

-

 

-

 

1,292

 

1,015

Total

72,885

 

49,071

 

475,211

 

329,638

               

Noncurrent

             

Social contribution to be offset - CSLL

-

 

-

 

57,439

 

46,555

Income tax to be offset - IRPJ

-

 

-

 

23,765

 

8,352

State VAT - ICMS to be offset

-

 

-

 

81,584

 

79,223

Social Integration Program - PIS

-

 

-

 

350

 

1,576

Contribution for Social Security Funding - COFINS

-

 

-

 

1,613

 

7,305

Other

-

 

-

 

2,409

 

1,372

Total

-

 

-

 

167,159

 

144,383

               

 

Withholding income tax - IRRF The balance at December 31, 2015 and 2014 relates mainly to IRRF on financial investments.

Social contribution to be offset – CSLL – In noncurrent, the balance refers basically to the final unappealable 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 Revenue Service in order to systematically offset the credit.

State VAT - ICMS to be offset – In noncurrent, the balance refers mainly to the credit recorded on purchase of assets that results in the recognition of property, plant and equipment, intangible assets and financial assets.

 

 

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

 

( 8 )     SECTOR FINANCIAL ASSETS AND LIABILITIES

The breakdown and changes for the year in the balances of Sector financial asset and liability is as follows:

 

 

Consolidated

 

At December 31, 2014

 

Operating revenue

 

Finance income or expense

 

Receipt

 

At December 31, 2015

   

Constitution

 

Realization

 

Monetary adjustment

 

Tariff flag
(note 27.5)

 

Resources from CCEE

 

Parcel "A"

                         

CVA (*)

                         

CCC (**)

58

 

2

 

(61)

 

-

 

-

 

-

 

-

CDE (***)

53,198

 

517,380

 

(85,775)

 

32,430

 

-

 

-

 

517,232

Electric energy cost

1,248,165

 

423,879

 

(892,002)

 

115,593

 

(827,974)

 

(61,571)

 

6,091

ESS and EER (****)

(622,243)

 

244,334

 

445,537

 

(65,701)

 

(276,136)

 

-

 

(274,209)

Proinfa

9,249

 

(9,485)

 

(5,297)

 

(615)

 

-

 

-

 

(6,148)

Basic network charges

154,593

 

47,847

 

(128,988)

 

23,021

 

-

 

-

 

96,474

Pass-through from Itaipu

(309,727)

 

1,420,055

 

171,606

 

38,760

 

-

 

-

 

1,320,695

Transmission from Itaipu

4,076

 

14,603

 

(4,234)

 

1,025

 

-

 

-

 

15,469

Neutrality of industry charges

(12,338)

 

176,463

 

16,453

 

9,695

 

-

 

-

 

190,273

Overcontracting

597,422

 

146,174

 

(151,648)

 

11,568

 

(193,607)

 

(265,205)

 

144,705

Other financial components

(211,735)

 

95,608

 

64,072

 

(4,563)

 

-

 

-

 

(56,618)

                           

Total

910,720

 

3,076,861

 

(570,337)

 

161,213

 

(1,297,717)

 

(326,776)

 

1,953,964

                           

Current assets

610,931

                     

1,464,019

Noncurrent assets

321,788

                     

489,945

Current liabilities

(21,998)

                     

-

 

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

(**) Fuel consumption account

(***) Energy Development Account – CDE

(****) System Service Charge (ESS) and Reserve Energy Charge (EER)

 

Receipt via injection from CCEE – The ANEEL disclosed order No. 773 of March 27, 2015, which set the amounts of the resources from the Regulated Contracting Environment (“ACR account”) that were transferred in March 2015 to the subsidiaries relating to the months of November and December 2014.

 

a) CVA

Refers to the variations of the Parcel A account, in accordance with note 3.14. These amounts are adjusted for inflation based on the SELIC rate and are compensated in the subsequent tariff processes.

b) Neutrality of industry charges

This refers to the neutrality of the industry charges contained in the electric energy tariffs, calculating the monthly differences between the amounts billed relating to such charges and the respective amounts considered at the time the distributors’ tariff was set.

c) Overcontracting

Electric energy distribution concessionaires are required to guarantee 100% of their energy market through contracts approved, registered and ratified by ANEEL. It is also assured to the distribution concessionaries that costs or revenues derived from energy surplus will be passed through the tariffs, limited to 5% of the energy load requirement. These amounts are adjusted for inflation based on SELIC rate and are compensated in the subsequent tariff processes.

d) Other financial components

Refer mainly to (i) exposure to price differences between sub-markets imposed on the distribution agents which enter into Agreements for commercialization of electric energy in the regulated environment – CCEAR; (ii) financial guarantees related to compensation of the cost of the prior raising of guarantees required from the distributors in order to conduct commercial transactions between sector agents; and (iii) financial components granted to offset any tariff process recalculations performed by the ANEEL, to neutralize the effects for consumers.

 

68


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

 

( 9 ) DEFERRED TAX ASSETS AND LIABILITIES

9.1    Breakdown of tax credits and debits

 

Parent company

 

Consolidated

 

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014

Social contribution credit/(debit)

             

Tax losses carryforwards

46,602

 

41,133

 

152,200

 

47,564

Tax benefit of merged goodwill

-

 

-

 

93,467

 

107,359

Deductible temporary differences

(5,918)

 

348

 

(547,066)

 

(294,473)

Subtotal

40,684

 

41,481

 

(301,399)

 

(139,550)

               

Income tax credit / (debit)

             

Tax losses carryforwards

116,438

 

108,182

 

417,600

 

126,085

Tax benefit of merged goodwill

-

 

-

 

323,421

 

367,944

Deductible temporary differences

(16,733)

 

966

 

(1,519,170)

 

(819,339)

Subtotal

99,705

 

109,148

 

(778,150)

 

(325,311)

               

PIS and COFINS credit/(debit)

             

Deductible temporary differences

-

 

-

 

(18,159)

 

2,348

               

Total

140,389

 

150,628

 

(1,097,708)

 

(462,513)

               

Total tax credit

140,389

 

150,628

 

334,886

 

938,496

Total tax debit

-

 

-

 

(1,432,594)

 

(1,401,009)

 

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. 319/1999 and No. 349/2001 and ICPC 09 (R2) - Individual Interim financial statements, Separate Interim financial statements, Consolidated Interim financial statements and Application of the Equity Method. The benefit is realized proportionally to the tax amortization of the merged goodwill that gave rise to it, in accordance with the projected profit of the subsidiaries during the remaining concessions period, as shown in note 15.

 

Consolidated

 

December 31, 2015

 

December 31, 2014

Social contribution

 

Income tax

 

Social contribution

 

Income tax

CPFL Paulista

55,123

 

153,119

 

61,819

 

171,719

CPFL Piratininga

13,286

 

45,597

 

14,691

 

50,417

RGE

25,058

 

106,324

 

28,496

 

117,683

CPFL Santa Cruz

-

 

-

 

869

 

2,733

CPFL Leste Paulista

-

 

-

 

387

 

1,184

CPFL Sul Paulista

-

 

-

 

603

 

1,892

CPFL Jaguari

-

 

-

 

312

 

962

CPFL Mococa

-

 

-

 

182

 

554

CPFL Geração

-

 

18,380

 

-

 

20,800

Total

93,467

 

323,421

 

107,359

 

367,944

 

 

69


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

9.3    Accumulated balances on nondeductible temporary differences

 

Consolidated

 

December 31, 2015

 

December 31, 2014

 

Social contribution

 

Income tax

 

PIS/COFINS

 

Social contribution

 

Income tax

 

PIS/COFINS

Deductible temporary differences

                     

Provision for tax, civil and labor risks

33,806

 

93,906

 

-

 

29,282

 

81,340

 

-

Private pension fund

1,867

 

5,185

 

-

 

1,900

 

5,277

 

-

Allowance for doubtful debts

15,680

 

43,556

 

-

 

12,422

 

34,506

 

-

Free energy supply

6,897

 

19,158

 

-

 

6,210

 

17,251

 

-

Research and development and energy efficiency programs

16,060

 

44,612

 

-

 

11,821

 

32,836

 

-

Personnel-related provisions

2,578

 

7,161

 

-

 

3,303

 

9,176

 

-

Depreciation rate difference

6,797

 

18,880

 

-

 

7,087

 

19,685

 

-

Derivatives

(219,524)

 

(609,788)

 

-

 

-

 

-

 

-

Recognition of concession - adjustment of intangible asset (IFRS/CPC)

(9,031)

 

(25,085)

 

-

 

(1,572)

 

(4,368)

 

-

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

(73,241)

 

(202,271)

 

(18,450)

 

(45,322)

 

(125,895)

 

(2,838)

Tariff review - provisional

-

 

-

 

-

 

4,579

 

12,720

 

5,186

Actuarial losses (IFRS/CPC)

26,351

 

73,199

 

-

 

26,351

 

73,199

 

-

Other adjustments (IFRS/CPC)

(8,950)

 

(24,860)

 

-

 

8,613

 

23,788

 

-

Accelerated depreciation

(34)

 

(95)

 

-

 

(19)

 

(54)

 

-

Others

4,236

 

11,054

 

291

 

4,511

 

11,306

 

-

Nondeductible temporary differences - accumulated comprehensive income:

                     

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

(58,484)

 

(162,456)

 

-

 

(61,792)

 

(171,643)

 

-

Actuarial losses (IFRS/CPC)

10,464

 

29,064

 

-

 

12,672

 

35,199

 

-

Deductible temporary differences - Business combination - CPFL Renováveis

       

-

           

Deferred taxes - asset:

                     

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

24,248

 

67,355

 

-

 

25,725

 

71,458

 

-

Deferred taxes - liability:

                     

Value added derived from determination of deemed cost

(29,132)

 

(80,922)

 

-

 

(30,905)

 

(85,847)

 

-

Value added of assets received from the former ERSA

(86,495)

 

(240,264)

 

-

 

(89,882)

 

(249,671)

 

-

Intangible asset - exploration right/authorization in indirect subsidiaries acquired

(193,927)

 

(538,685)

 

-

 

(204,549)

 

(568,192)

 

-

Other temporary differences

(17,233)

 

(47,874)

 

-

 

(14,907)

 

(41,410)

 

-

Total

(547,066)

 

(1,519,170)

 

(18,159)

 

(294,473)

 

(819,339)

 

2,348

                       

 

9.4    Expected recovery

The expected recovery of the deferred tax assets recorded in noncurrent assets, derived from (i) nondeductible temporary differences and tax benefit of merged goodwill is based on the average period of realization of each item included in deferred assets, and (ii) tax loss carryforwards, is based on the projections of future profits, approved by the Board of Directors and reviewed by the Fiscal Council. It is comprised as follows:

 

Expectation of recovery

Parent company

 

Consolidated

2016

1,991

 

11,729

2017

23,975

 

51,653

2018

21,889

 

(42,092)

2019

20,865

 

11,246

2020

20,478

 

50,451

2021 to 2023

49,291

 

181,552

2024 to 2026

1,901

 

108,188

2027 to 2029

-

 

(37,842)

Total

140,389

 

334,886

 

 

 

70


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

9.5    Reconciliation of the income tax and social contribution amounts recognized in the statements of profit or loss for 2015 and 2014:

 

Parent company

 

2015

 

2014

 

Social contribution

 

Income tax

 

Social contribution

 

Income tax

Profit before taxes

875,250

 

875,250

 

959,607

 

959,607

Adjustments to reflect the effective rate:

             

Equity in subsidiaries

(926,951)

 

(926,951)

 

(1,011,185)

 

(1,011,185)

Amortization of intangible asset acquired

(23,177)

 

-

 

(25,180)

 

-

Interest on capital

72,339

 

72,339

 

137,291

 

137,291

Other permanent additions (exclusions), net

11,390

 

17,413

 

13,443

 

19,415

Tax base

8,851

 

38,050

 

73,977

 

105,129

Statutory rate

9%

 

25%

 

9%

 

25%

Tax credit/(debit)

(797)

 

(9,513)

 

(6,658)

 

(26,282)

Tax credit recorded (not recorded), net

(0)

 

-

 

11,830

 

10,680

Total

(797)

 

(9,513)

 

5,172

 

(15,602)

               

Current

-

 

(70)

 

(4,558)

 

(18,708)

Deferred

(797)

 

(9,443)

 

9,730

 

3,106

               
 

Consolidated

 

2015

 

2014

 

Social contribution

 

Income tax

 

Social contribution

 

Income tax

Profit before taxes

1,454,454

 

1,454,454

 

1,510,304

 

1,510,304

Adjustments to reflect the effective rate:

             

Equity in subsidiaries

(216,885)

 

(216,885)

 

(59,684)

 

(59,684)

Amortization of intangible asset acquired

84,484

 

108,797

 

93,116

 

119,477

Tax incentives - PIIT(*)

-

 

-

 

(10,914)

 

(10,914)

Effect of presumed profit regime

(186,546)

 

(244,541)

 

17,467

 

(25,827)

Adjustment of revenue from excess demand and excess reactive power

117,374

 

117,374

 

102,062

 

102,062

Tax incentive - operating profit

-

 

(85,760)

 

-

 

(71,380)

Other permanent additions (exclusions), net

42,310

 

59,450

 

56,652

 

(1,661)

Tax base

1,295,192

 

1,192,890

 

1,709,002

 

1,562,375

Statutory rate

9%

 

25%

 

9%

 

25%

Tax credit/(debit)

(116,567)

 

(298,223)

 

(153,810)

 

(390,594)

Tax credit recorded (not recorded), net

(43,595)

 

(120,792)

 

(15,179)

 

(64,277)

Total

(160,162)

 

(419,015)

 

(168,989)

 

(454,871)

               

Current

(10,916)

 

(1,944)

 

(135,421)

 

(330,600)

Deferred

(149,246)

 

(417,071)

 

(33,568)

 

(124,272)

 

(*) Technologic innovation program

 

Amortization of intangible asset acquired Refers to the nondeductible portion of amortization of intangible assets derived from the acquisition of investees. In the parent company, these amounts are classified in the line item of equity in subsidiaries, in conformity with ICPC 09 (R2) (Note 15).

Recognized (unrecognized) tax credit, net - the recognized tax credit refers to the amount of tax credit on tax loss carryforwards recorded as a result of review of projections of future profits. The unrecognized tax credit refers to losses generated for which currently there is no reasonable assurance that sufficient future taxable profits will be generated to absorb them.

 

The deferred income tax and social contribution recognized directly in equity (other comprehensive income) in 2015 and 2014 were as follows:

 

71


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

   

Consolidated

   

2015

 

2014

   

Social Contribution

 

Income tax

 

Social Contribution

 

Income tax

Actuarial losses (gains)

 

(84,635)

 

(84,635)

 

247,040

 

247,040

Limits on the asset ceiling

 

7,984

 

7,984

 

-

 

-

Basis of calculation

 

(76,651)

 

(76,651)

 

247,040

 

247,040

Statutory rate

 

9%

 

25%

 

9%

 

25%

Calculated taxes

 

6,899

 

19,163

 

(22,234)

 

(61,760)

Limitation on recognition (reversal) of tax credits

 

(3,959)

 

(10,998)

 

16,590

 

46,081

Taxes recognized in other comprehensive income

 

2,940

 

8,165

 

(5,644)

 

(15,679)

 

9.6    Unrecognized tax credits

At December 31, 2015 the parent company has unrecognized tax loss carryforwards amounting to R$ 99,062 that could be recognized in the future, according to the annual reviews of projections of taxable profits income.

Some subsidiaries have also income tax and social contribution credits on tax loss carryforwards that were not recognized because currently there is no reasonable assurance that sufficient future taxable profits will be generated to absorb them. At December 31, 2015, the main subsidiaries that have such income tax and social contribution credits are CPFL Renováveis (R$ 577,329), Sul Geradora (R$ 72,567), CPFL Telecom (R$ 23,614) and CPFL Jaguari Geração (R$ 1,723). These tax losses can be carried forward indefinitely.

 

 

( 10 )       LEASES

The activities of provision services and lease of equipment for self-production of energy are carried out mainly by the subsidiary CPFL Eficiência Energética S.A (note 13) which is the lessor, and the main risks and rewards of ownership of the assets are transferred to the lessees.

The essence of the transaction is to lease self-production equipment in order to serve customers that require higher consumption of electricity in peak hours (when tariffs are higher) and provide maintenance and operation services for such equipment.

The subsidiary constructs the power generation plant at the customer’s facilities. When the equipment enters into service, the customer makes monthly fixed payments and the revenue is recognized during the lease agreement period based on the agreement effective interest rate.

The investments made in these finance lease projects are recognized at the present value of the minimum lease payments and these payments are treated as amortization of the accounts receivable and the operating revenues are recognized in profit or loss for the year at the effective interest rate implicit in the lease over the lease term.

In 2015 these investments resulted in an operational revenue of R$ 11,164 (R$ 10,683 in 2014).

  

 

Consolidated

       
 

2015

 

2014

       

Gross investment

83,854

 

88,969

       

Unrealized finance income

(36,466)

 

(41,403)

       

Present value of minimum lease payments

47,388

 

47,566

       
               

Current

12,883

 

12,396

       

Noncurrent

34,504

 

35,169

       
               
 

Up to 1 year

 

1 to 5 years

 

Over 5 years

 

Total

Gross investment

16,432

 

38,489

 

28,933

 

83,854

Present value of minimum lease payments

3,529

 

23,100

 

20,758

 

47,388

 

 

 

72


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

At December 31, 2015, there are no (i) unsecured residual values that benefit the lessor; (ii) provision for uncollectible minimum lease payments; or (iii) contingent payments recognized as revenue during the period.

 

( 11 )     CONCESSION FINANCIAL ASSET

 

 

Distribution

 

Transmission

 

Consolidated

At December 31, 2013 (noncurrent)

2,771,593

 

15,480

 

2,787,073

           

Additions

435,852

 

59,576

 

495,428

Spin-off of generation activity in distributors

(5,542)

 

-

 

(5,542)

Adjustment of expected cash flow

104,642

 

-

 

104,642

Adjustment - financial asset measured at amortized cost

-

 

2,723

 

2,723

Disposals

(9,708)

 

-

 

(9,708)

           

At 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

           

Additions

330,062

 

37,469

 

367,531

Transfers for intangible assets - extended concessions

(537,198)

 

-

 

(537,198)

Adjustment of expected cash flow

414,800

 

-

 

414,800

Adjustment - financial asset measured at amortized cost

-

 

11,400

 

11,400

Cash inputs - RAP

-

 

(3,257)

 

(3,257)

Disposals

(20,788)

 

-

 

(20,788)

           

At December 31, 2015

3,483,713

 

123,391

 

3,607,104

Current

-

 

9,630

 

9,630

Noncurrent

3,483,713

 

113,761

 

3,597,474

 

The amount refers to the financial asset corresponding to the right established in the concession agreements of the energy distributors (measured at fair value) and transmitters (measured at amortized cost) to receive cash (i) in the distributor by compensation upon the return 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 revenue ("RAP").

For energy distributors, according to the current tariff model, the remuneration for this asset is recognized in profit or loss upon billing to consumers and the realization occurs upon receipt of the electric energy bills. Additionally, the difference to adjust the balance to its expected cash flows is recognized against a finance income and/or cost account in the statement of profit or loss for the year, based on the fair value (new replacement value - “VNR”) (finance income of R$ 414,800 in 2015 and R$ 104,642 in 2014).

The “Transfer to intangible assets” line records the impacts of the extension of the distribution concessions of subsidiaries CPFL Santa Cruz, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Jaguari and CPFL Mococa, which transferred the amount of R$ 537,198 from the concession financial assets to intangible assets (note 15), corresponding to the right to explore the concession from July 2015 through June 2045.

For the energy transmitters, the remuneration for this asset is recognized according to the internal rate of return, which takes into account the investment made and the allowed annual revenue (“RAP”) to be received during the remaining concession period. The adjustment of R$ 11,400 is recognized against other operating income (R$ 2,723 in 2014).

 

 

73


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

( 12 )   OTHER RECEIVABLES

  

   

Consolidated

   

Current

 

Noncurrent

   

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014

                 

Advances - Fundação CESP

 

10,567

 

11,569

 

-

 

-

Advances to suppliers

 

10,666

 

15,934

 

-

 

-

Pledges, funds and restricted deposits

 

649

 

8,007

 

433,014

 

290,839

Orders in progress

 

274,605

 

262,076

 

-

 

-

Services rendered to third parties

 

6,987

 

12,787

 

-

 

-

Energy pre-purchase agreements

 

-

 

515

 

31,375

 

32,119

Collection agreements

 

90,451

 

73,076

 

-

 

-

Prepaid expenses

 

61,602

 

43,185

 

19,579

 

9,630

GSF Renegotiation

 

8,724

 

-

 

29,392

 

-

Receivables - energy development account - CDE/CCEE

 

341,781

 

522,922

 

-

 

-

Receivables - business combination

 

-

 

-

 

13,950

 

13,950

Advances to employees

 

12,509

 

10,945

 

-

 

-

Allowance for doubtful debts (note 6)

 

(12,460)

 

(13,304)

 

(1,981)

 

(1,981)

Indemnities for claims

 

49,937

 

-

 

-

 

-

Other

 

66,525

 

63,783

 

34,685

 

44,270

Total

 

922,541

 

1,011,495

 

560,014

 

388,828

 

Pledges, funds and restricted deposits: refer to guarantees offered for transactions conducted in the CCEE and short-term investments required by the subsidiaries’ loans agreements.

Orders in progress: encompass costs and revenues 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. Upon the closing of the respective projects, the balances are amortized against the respective liability recognized in Other Payables (note 24).

Energy pre-purchase agreements: refer to prepayments made by subsidiaries, which will be settled with energy to be supplied in the future.

GSF Renegotiation: refer to the right to 2015 GSF reimbursement net of the agreed upon premium of subsidiaries Ceran, CPFL Jaguari Geração (Paulista Lajeado) and CPFL Renováveis, as consideration for the cost of electricity purchased for resale (note 28.2). This amount will be amortized as other operating expenses on a straight-line basis in the results of these subsidiaries between January 2016 and June 2020.  (note 28.2).

Collection agreements: refer to (i) agreements between the distributors and municipal governments and companies for collection through the electric energy bills and subsequent pass-through of amounts related to public lighting, newspapers, healthcare, residential insurance, etc.; and (ii) receipts by subsidiary CPFL Total, for subsequent pass-through to customers that use the collection services provided by such subsidiary.

Receivables –Energy Development Account – CDE/CCEE: refer to: (i) low income subsidies totaling R$ 18,190 (R$ 18,549 at December 31, 2014) and (ii) other tariff discounts granted to consumers amounting to R$ 323,591 (R$ 504,373 as of December 31, 2014).

Indemnities for claims: refer to the amounts receivable from insurance companies as indemnities for claims occurred in subsidiaries of CPFL Renováveis.

On May 29, 2015, the distribution subsidiaries obtained preliminary injunctions authorizing non-payment of amounts owed for Energy Development Account (CDE) quotas up to the limit of the balances receivable from Eletrobrás relating to the CDE injection. The subsidiaries carried out matching of accounts of the accounts receivable by way of CDE injection and the CDE accounts payable (note 24) in September 2015, in view of the fact that the Eletrobrás Settlement Receipts in the amount of R$ 814,850 were issued as from September 25, 2015.

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

 

( 13 )   INVESTMENTS

 

 

Parent company

 

Consolidated

 

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014

Permanent equity interests - equity method

             

By subsidiary's equity

6,178,637

 

5,420,845

 

1,235,832

 

1,085,835

Value-added of assets, net

755,345

 

864,098

 

11,799

 

12,934

Goodwill

6,054

 

6,054

 

-

 

-

Total

6,940,036

 

6,290,998

 

1,247,631

 

1,098,769

 

13.1Permanent equity interests – equity method

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

    

       

December 31, 2015

 

December 31, 2015

 

December 31, 2014

 

2015

 

2014

Investment

 

Number of shares (thousand)

 

Total assets

 

Issued capital

Equity

 

Profit or loss for the year

 

Equity interest

 

Share of profit (loss) of investees

CPFL Paulista

 

880,653

 

11,163,454

 

880,653

1,352,393

 

298,203

 

1,352,393

 

728,213

 

298,203

 

502,719

CPFL Piratininga

 

53,096,770

 

4,235,183

 

178,574

537,670

 

211,637

 

537,670

 

479,686

 

211,637

 

187,715

CPFL Santa Cruz

 

371,772

 

475,121

 

71,261

131,149

 

12,424

 

131,149

 

132,353

 

12,424

 

49,052

CPFL Leste Paulista

 

892,772

 

158,175

 

27,623

46,301

 

13,556

 

46,301

 

38,066

 

13,556

 

7,173

CPFL Sul Paulista

 

454,958

 

204,729

 

25,974

55,233

 

16,201

 

55,233

 

44,375

 

16,201

 

11,351

CPFL Jaguari

 

209,294

 

172,258

 

19,357

28,521

 

4,852

 

28,521

 

25,627

 

4,852

 

2,027

CPFL Mococa

 

117,199

 

113,068

 

15,251

29,205

 

6,679

 

29,205

 

26,260

 

6,679

 

10,248

RGE

 

1,019,790

 

4,903,092

 

1,199,071

1,580,807

 

145,804

 

1,580,807

 

1,300,685

 

145,804

 

177,672

CPFL Geração

 

205,487,717

 

5,984,692

 

1,043,922

2,169,922

 

240,520

 

2,169,922

 

2,035,286

 

240,520

 

16,499

CPFL Jaguari Geração (*)

 

40,108

 

44,499

 

40,108

42,729

 

6,670

 

42,729

 

34,685

 

6,670

 

(4,657)

CPFL Brasil

 

2,999

 

731,644

 

2,999

51,779

 

81,929

 

51,779

 

65,508

 

81,929

 

136,876

CPFL Planalto (*)

 

630

 

2,573

 

630

2,003

 

1,830

 

2,003

 

1,633

 

1,830

 

2,238

CPFL Serviços

 

1,480,835

 

142,360

 

21,096

7,117

 

(17,952)

 

7,117

 

23,013

 

(17,952)

 

5,719

CPFL Atende (*)

 

13,991

 

23,552

 

13,991

17,373

 

7,776

 

17,373

 

17,496

 

7,776

 

6,849

Nect (*)

 

2,059

 

28,431

 

2,059

16,087

 

18,155

 

16,087

 

9,458

 

18,155

 

10,812

CPFL Total (*)

 

19,005

 

47,088

 

19,005

19,930

 

5,836

 

19,930

 

24,417

 

5,836

 

10,327

CPFL Jaguariuna (*)

 

189,770

 

2,674

 

3,076

2,496

 

(167)

 

2,496

 

2,553

 

(167)

 

1

CPFL Telecom

 

36,420

 

58,990

 

36,420

(33,969)

 

(60,718)

 

(33,969)

 

(293)

 

(60,718)

 

(8,339)

CPFL Centrais Geradoras (*)

 

16,127

 

21,779

 

16,128

19,972

 

4,740

 

19,972

 

22,439

 

4,740

 

4,720

CPFL ESCO

 

48,164

 

95,235

 

48,164

66,038

 

35,194

 

66,038

 

409,385

 

35,194

 

1,602

AUTHI (*)

 

10

 

9,672

 

10

1,913

 

2,537

 

1,913

 

-

 

2,537

 

-

Subtotal - By subsidiary's equity

 

6,144,668

 

5,420,845

 

1,035,705

 

1,130,604

Amortization of fair value adjustments of assets

 

-

 

-

 

(108,754)

 

(119,419)

Total

                   

6,144,668

 

5,420,845

 

926,951

 

1,011,185

Investment

                   

6,178,637

 

5,420,845

       

Provision for equity interest losses

 

(33,969)

 

-

       

 

(*) number of quotas

 

Fair value adjustments (value added) of net assets acquired in business combinations are classified under Investments in the parent company’s statement of income.  The amortization of the fair value adjustments (value added) of net assets of R$ 108,754 (R$ 119,419 in 2014) is classified in the parent company’s statement of profit or loss in line item “equity in subsidiaries”, in conformity with ICPC 09 (R2).

The movements in investments in subsidiaries, in the parent company, in 2015 and 2014 are as follows:

 

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

Investment

 

Investment at December 31, 2014

 

Increase / (decrease) / payment of capital

 

Share of profit (loss) of investees (Profit or loss)

 

Share of profit (loss) of investees (Comprehensive income)

 

Dividends and interest on capital

 

Corporate restructuring

 

Investment at December 31, 2015

CPFL Paulista

 

728,213

 

612,493

 

298,203

 

40,879

 

(327,395)

 

-

 

1,352,393

CPFL Piratininga

 

479,686

 

15,511

 

211,637

 

32,263

 

(201,427)

 

-

 

537,670

CPFL Santa Cruz

 

132,353

 

-

 

12,424

 

-

 

(13,628)

 

-

 

131,149

CPFL Leste Paulista

 

38,066

 

-

 

13,556

 

-

 

(5,321)

 

-

 

46,301

CPFL Sul Paulista

 

44,375

 

-

 

16,201

 

-

 

(5,343)

 

-

 

55,233

CPFL Jaguari

 

25,627

 

-

 

4,852

 

-

 

(1,958)

 

-

 

28,521

CPFL Mococa

 

26,260

 

-

 

6,679

 

-

 

(3,734)

 

-

 

29,205

RGE

 

1,300,685

 

250,000

 

145,804

 

(940)

 

(114,742)

 

-

 

1,580,807

CPFL Geração

 

2,035,286

 

-

 

240,520

 

(6,654)

 

(103,532)

 

4,302

 

2,169,922

CPFL Jaguari Geração

 

34,685

 

-

 

6,670

 

-

 

1,374

 

-

 

42,729

CPFL Brasil

 

65,508

 

-

 

81,929

 

-

 

(95,658)

 

-

 

51,779

CPFL Planalto

 

1,633

 

-

 

1,830

 

-

 

(1,460)

 

-

 

2,003

CPFL Serviços

 

23,013

 

-

 

(17,952)

 

-

 

2,056

 

-

 

7,117

CPFL Atende

 

17,496

 

-

 

7,776

 

-

 

(7,899)

 

-

 

17,373

Nect

 

9,458

 

-

 

18,155

 

-

 

(11,526)

 

-

 

16,087

CPFL Total

 

24,417

 

-

 

5,836

 

-

 

(10,323)

 

-

 

19,930

CPFL Jaguariuna

 

2,553

 

110

 

(167)

 

-

 

-

 

-

 

2,496

CPFL Telecom

 

(293)

 

27,043

 

(60,718)

 

-

 

-

 

-

 

(33,969)

CPFL Centrais Geradoras

 

22,439

 

-

 

4,740

 

-

 

(2,905)

 

(4,302)

 

19,972

CPFL ESCO

 

409,385

 

(360,000)

 

35,194

 

-

 

(18,541)

 

-

 

66,038

AUTHI

 

-

 

10

 

2,537

 

-

 

(634)

 

-

 

1,913

   

5,420,845

 

545,167

 

1,035,705

 

65,547

 

(922,597)

 

-

 

6,144,668

 

  

                                 

Investment

 

Investment as of December 31, 2013

 

Capital increase /payment of capital

 

Share of profit (loss) of investees (Profit or loss)

 

Share of profit (loss) of investees (Comprehensive income)

 

Movement of capital in subsidiaries without a change in control

 

Dividends and interest on capital

 

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

 

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

  

Investments in joint ventures

 

December 31, 2015

 

December 31, 2014

 

2015

 

2014

 

Share of equity

 

Share of profit (loss)

                 

Baesa

 

166,150

 

163,662

 

2,508

 

10,583

Enercan

 

473,148

 

415,952

 

74,677

 

49,040

Chapecoense

 

449,049

 

399,979

 

77,487

 

21,285

EPASA

 

147,485

 

106,243

 

63,348

 

(20,041)

Fair value adjustments of assets, net

 

11,799

 

12,934

 

(1,136)

 

(1,182)

   

1,247,631

 

1,098,769

 

216,885

 

59,684

 

13.2Fair value adjustments and goodwill

Fair value adjustments (value added) refer basically to the right to the concession, acquired through business combinations. The goodwill refers mainly to acquisitions of investments and is based on projections of future profits.

In the consolidated financial statements, these amounts are classified as Intangible Assets (note 15).

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

13.3Dividends and interest on capital receivable

At December 31, 2015 and 2014, the Company has the following amounts receivable from the subsidiaries below, relating to dividends and interest on capital:

 

 

Parent company

 

Dividends

Interest on capital

Total

Subsidiary

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014

CPFL Paulista

612,585

 

755,625

 

52,383

 

10,570

 

664,968

 

766,196

CPFL Piratininga

172,239

 

-

 

27,084

 

-

 

199,323

 

-

CPFL Santa Cruz

19,527

 

14,000

 

7,517

 

-

 

27,044

 

14,000

CPFL Leste Paulista

3,220

 

-

 

2,102

 

-

 

5,321

 

-

CPFL Sul Paulista

3,848

 

-

 

1,986

 

-

 

5,834

 

-

CPFL Jaguari

1,152

 

-

 

-

 

-

 

1,152

 

-

CPFL Mococa

2,499

 

-

 

1,234

 

-

 

3,734

 

-

RGE

67,815

 

82,117

 

64,073

 

50,077

 

131,887

 

132,194

CPFL Geração

103,532

 

-

 

-

 

-

 

103,532

 

-

CPFL Centrais Geradoras

1,185

 

-

 

-

 

-

 

1,185

 

-

CPFL Jaguari Geração

1,667

 

4,039

 

-

 

-

 

1,667

 

4,039

CPFL Brasil

41,176

 

-

 

1,601

 

-

 

42,777

 

-

CPFL Planalto

458

 

-

 

-

 

-

 

458

 

-

CPFL Serviços

12,026

 

17,182

 

-

 

4,583

 

12,026

 

21,765

Nect

4,539

 

3,793

 

-

 

-

 

4,539

 

3,793

CPFL Total

5,589

 

-

 

-

 

-

 

5,589

 

-

AUTHI

634

 

-

 

-

 

-

 

634

 

-

CPFL ESCO

9,565

 

380

 

6,354

 

-

 

15,920

 

380

 

1,063,256

 

877,136

 

164,334

 

65,231

 

1,227,590

 

942,367

 

In the consolidated financial statements, the balance of dividends and interest on capital receivable at December 31, 2015 is R$ 91,392 (R$ 54,483 at December 31, 2014) related to joint ventures and associate.

After decisions by the Annual and Extraordinary General Meetings (AGMs/EGMs) of its subsidiaries, in the first half of the year the Company recognized R$ 577,651 as dividends and interest on capital receivable for 2014. The subsidiaries also declared in 2015: (I) interim dividends and interest on capital of R$ 216,104, related to interim income of 2015 and (ii) R$ 127,058 as minimum mandatory dividend receivable related to 2015.

Out of the balance of dividends and interest on capital receivable as at December 31, 2014, the amount of R$ 8,576 was revoked during 2015.

Of the amounts recognized as receivables, R$ 627,014 was paid to the Company by the subsidiaries in 2015.

 

13.4Business combinations

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

In 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 conditions precedent had been fulfilled, the acquisition was concluded.

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

After the capital increase, CPFL Renováveis merged WF2, dissolving that company, and CPFL Renováveis, now holds directly 100% of DESA shares and, consequently, DESA is now a subsidiary of CPFL Renováveis.   

 

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Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

The exchange ratio for 100% of the shares of WF2 for 12.27% of the shares of CPFL Renováveis (after the issuance of new common shares) was freely negotiated and agreed between the parties and reflects the best valuation of WF2 and CPFL Renováveis.

This association between CPFL Renováveis and DESA resulted in a business combination in accordance with CPC 15 (R) – Business Combination and IFRS 3 (R) – “Business Combination” since CPFL Renováveis now holds the control of WF2 and paid for obtaining the control of such company through the issuance of new shares.

As a result of this issuance of shares, the  equity of CPFL Renováveis increased by R$ 833,663, which reflects the fair value of the shares issued by CPFL Renováveis that were transferred to FIP Arrow on the acquisition date and that represents the total price paid. The association was appraised at fair value using the income approach.

As a result of this transaction, the Company, through the subsidiary CPFL Geração, had its interest in CPFL Renováveis reduced from 58.83% to 51.61%, with a gain on equity interest in the amount of R$180,297 which, in accordance with ICPC 09 (R2) and IFRS 10 / CPC 36, was recognized as a capital transaction, that is, transaction with shareholders in the capacity of owners, and accounted for directly in CPFL Energia’s Equity in the capital reserve account, 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

 

Noncontrolling 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 on the association (acquisition of WF2)

a) Assets acquired and liabilities recognized on the acquisition date

The total amount paid on the transaction (fair value of the shares issued by CPFL Renováveis) 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 is amortized over the remaining period of the authorization related to the operation of the wind farms and SHPs acquired. The average term for all projects is estimated at 25 years. Consequently, as the total amount paid was temporarily allocated to identified assets and liabilities, no residual value 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 recognized deferred income tax and social contribution for the difference between the allocated amount and the tax base of this asset.

Allocation of the amount paid for assets and liabilities acquired was carried out using amounts provisionally calculated for the financial statements for the year ended December 31, 2014, based on analyses conducted by Management at the time such statements were prepared. The fair values presented were still pending confirmation until conclusion of the economic-financial valuation report prepared by an independent appraiser, which was finalized on September 30, 2015.

As a consequence, reclassifications were made in the amounts as at December 31, 2014, relating to: (i) increase in the fair value of property, plant and equipment, and reduction of intangible assets related to exploration rights, as a consequence of the refining of the premises used for determination of the value of the tangible and intangible assets; (ii) conclusion of the allocation of the fair value of the provision for tax, civil and labor risks in the amount of R$ 17,293; and (iii) correlated effects of the matters described in sub-items (i) and (ii) above on the balances of deferred income tax and social contribution and the portion of equity attributable to non-controlling shareholders.

The fair value of the adjusted assets and liabilities, as well as the allocation of the price paid, are as follows:

 

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(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

   

WF2 consolidated (preliminary)

 

WF2 consolidated (final)

   

October 1, 2014

 

October 1, 2014

Current assets

       

Cash and cash equivalents

 

139,293

 

139,293

Other current assets

 

32,274

 

32,274

         

Noncurrent assets

       

Property, plant and equipment

 

1,295,476

 

1,569,594

Intangible assets

 

7,937

 

7,937

Intangible assets - operation right

 

784,459

 

555,961

Other noncurrent assets

 

98,264

 

98,264

         

Current liabilities

       

Borrowings and debentures

 

102,996

 

102,996

Other current liabilities

 

106,097

 

106,097

       

Noncurrent liabilities

       

Borrowings and debentures

 

871,987

 

871,987

Deferred taxes

 

280,234

 

295,745

Other noncurrent liabilities

 

56,406

 

73,699

Net assets acquired

 

939,983

 

952,800

         
         

Goodwill on acquisition

       
         

Consideration transferred:

 

833,663

 

833,663

(+) Noncontrolling interests

 

106,320

 

119,137

(-) Fair value of net assets acquired

 

939,983

 

952,800

Goodwill

 

-

 

-

 

 

Reclassification of the comparative balances

In conformity with the requirements of IFRS 03 – Business Combination and CPC 15 (R1) – Business Combination, the Company reclassified the comparative balances as at December 31, 2014 as if the accounting of such business combination, considering the closing balances, had been completed at the acquisition date. The reclassifications made did not have material effect on the profit for the year ended December 31, 2014, as previously presented. The reclassifications made are summarized as follows:

·       Assets:

 

 

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(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

 

Consolidated

 

December 31, 2014

 

Adjustments

 

December 31, 2014 (reclassified)

Assets

 

 

Current

9,214,704

 

-

 

9,214,704

 

 

 

Noncurrent

 

 

Other noncurrent assets

6,751,305

 

-

 

6,751,305

Investments

1,098,769

 

-

 

1,098,769

Property, plant and equipment

8,878,064

 

271,422

 

9,149,486

Intangible assets

9,155,973

 

(225,802)

 

8,930,171

 

   

Total

35,098,816

 

45,620

 

35,144,436

 

 

·       Liabilities:

 

  

 

Consolidated

 

December 31, 2014

 

Adjustments

 

December 31, 2014 (reclassified)

Liabilities

 

 

Current

7,417,104

 

-

 

7,417,104

 

 

 

Noncurrent

 

 

Provision for tax, civil and labor risks

490,858

 

17,293

 

508,151

Deferred tax liabilities

1,385,498

 

15,511

 

1,401,009

Other payables

16,420,844

 

-

 

16,420,844

Total noncurrent liabilities

18,297,200

 

32,804

 

18,330,004

           

Equity attributable to owners of the Company

6,943,535

 

-

 

6,943,535

Noncontrolling interests

2,440,978

 

12,816

 

2,453,794

Total equity

9,384,513

 

12,816

 

9,397,329

           

Total

35,098,816

 

45,620

 

35,144,436

 

·       Statement of profit or loss for the year:

As mentioned previously in this note, the effects on the profit (loss) for the year ended December 31, 2014 are immaterial for purposes of restatement of the comparative balances. These effects result from the difference between the period for amortization of the exploration rights intangible assets and the period for depreciation of fixed assets, both recorded as expenses in the statement of profit or loss for the year.

 

b) Net cash inflow on the association

No cash payment was made, considering that the acquisition was made through exchange of shares, there was only the incorporation of the cash of WF2 in the amount of R$139,293.

 

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

 

80


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

   

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 financial statements for the year ended December 31, 2014 include 3 (three) months of operations of DESA.

 

d) Noncontrolling interests

Noncontrolling interests, consisting of the 40% interest held by third parties in Ludesa Energética S.A., WF2's subsidiary, totaling R$ 119,137, was recognized in the consolidated financial statements on the acquisition date, based on its fair value. This interest was appraised at fair value using the income approach method.

 

13.4.1.1. Combined financial information on net operating revenue and profit (loss) for 2014 if the acquisition 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 revenue took into account the addition of the net operating revenue of subsidiary WF2 for the period in which it were not subsidiary and consequently were not consolidated by the Company.

 

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

 

13.5 Noncontrolling interests and joint ventures

The disclosure of interests in subsidiaries, in accordance with IFRS 12 and CPC 45, is as follows:

 

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(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

13.5.1    Movements in noncontrolling interests

   

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

 

Total

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

 

-

 

11,560

 

(1)

 

11,559

At December 31, 2014

 

214,454

 

2,171,911

 

67,427

 

2,453,794

Equity Interests and voting capital

 

35.00%

 

48.39%

 

40.07%

   
                 

Net equity attributable to noncontrolling shareholders

 

25,990

 

(20,611)

 

4,958

 

10,337

Dividends

 

(6,173)

 

(2,818)

 

843

 

(8,147)

Other movements

 

-

 

7

 

(48)

 

(41)

At December 31, 2015

 

234,271

 

2,148,490

 

73,182

 

2,455,942

Equity Interests and voting capital

 

35.00%

 

48.39%

 

40.07%

   

 

13.5.2    Summarized financial information of subsidiaries that have interests of noncontrolling shareholders

Summarized financial information on subsidiaries that have interests of noncontrolling shareholders at December 31, 2015 and 2014 is as follows:

  

   

December 31, 2015

 

December 31, 2014

 

 

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

 

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

Current assets

 

203,205

 

1,296,420

 

39,916

 

138,684

 

1,166,223

 

13,756

Cash and cash equivalents

 

154,845

 

871,503

 

30,907

 

84,201

 

828,411

 

328

Noncurrent assets

 

997,049

 

10,607,682

 

126,147

 

1,040,545

 

10,515,273

 

116,751

                         

Current liabilities

 

128,920

 

1,174,865

 

16,515

 

129,255

 

1,019,960

 

35,315

Financial liabilities

 

101,347

 

929,758

 

6,889

 

108,355

 

786,660

 

9,388

Noncurrent liabilities

 

401,988

 

6,425,440

 

40,908

 

437,249

 

6,306,222

 

-

Financial liabilities

 

401,988

 

5,151,163

 

40,908

 

437,249

 

4,972,544

 

-

Equity

 

669,346

 

4,303,797

 

108,639

 

612,726

 

4,355,314

 

95,192

Equity attributable to owners of the Company

 

669,346

 

4,176,063

 

108,639

 

612,726

 

4,230,497

 

95,192

Equity attributable to noncontrolling interests

 

-

 

127,734

 

-

 

-

 

124,816

 

-

                         
   

2015

 

2014

   

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

 

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

Net operating revenue

 

281,374

 

1,499,356

 

31,225

 

327,066

 

1,247,627

 

42,771

Depreciation and amortization

 

(45,986)

 

(540,578)

 

(7)

 

(50,017)

 

(432,267)

 

(6)

Interest income

 

17,532

 

115,639

 

2,243

 

11,604

 

87,131

 

656

Interest expense

 

(40,801)

 

(551,407)

 

(1,206)

 

(40,441)

 

(418,141)

 

-

Income tax expense

 

(38,381)

 

(49,221)

 

(2,843)

 

(18,880)

 

(33,645)

 

(2,691)

Profit (loss) for the year

 

74,256

 

(48,717)

 

12,374

 

37,558

 

(167,362)

 

(7,728)

Attributable to owners of the Company

 

74,256

 

(54,447)

 

12,374

 

37,558

 

(168,771)

 

(7,728)

Attributable to noncontrolling interests

 

-

 

5,730

 

-

 

-

 

1,410

 

-

 

 

13.5.3    Joint ventures

Summarized financial information on joint ventures at December 31, 2015 and 2014 is as follows:

 

82


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

   

December 31, 2015

 

December 31, 2014

Joint venture

 

Enercan

 

Baesa

 

Chapecoense

 

Epasa

 

Enercan

 

Baesa

 

Chapecoense

 

Epasa

Current assets

 

292,133

 

105,198

 

356,493

 

305,371

 

143,213

 

71,178

 

252,223

 

337,891

Cash and cash equivalents

 

112,387

 

75,097

 

239,192

 

120,307

 

45,329

 

19,178

 

154,554

 

96,588

Noncurrent assets

 

1,253,002

 

1,174,604

 

3,079,957

 

600,413

 

1,238,047

 

1,210,974

 

3,090,190

 

637,190

                                 

Current liabilities

 

264,721

 

188,077

 

447,142

 

336,794

 

149,088

 

138,909

 

374,374

 

480,948

Financial liabilities

 

167,845

 

182,215

 

251,683

 

180,190

 

91,723

 

130,122

 

313,222

 

345,657

Noncurrent liabilities

 

309,317

 

427,284

 

2,108,820

 

292,490

 

378,465

 

488,751

 

2,183,767

 

308,168

Financial liabilities

 

265,095

 

415,868

 

2,108,109

 

292,295

 

338,297

 

479,329

 

2,183,155

 

307,622

Equity

 

971,097

 

664,442

 

880,488

 

276,500

 

853,707

 

654,492

 

784,272

 

185,965

                                 
   

2015

 

2014

Joint venture

 

Enercan

 

Baesa

 

Chapecoense

 

Epasa

 

Enercan

 

Baesa

 

Chapecoense

 

Epasa

Net operating revenue

 

523,055

 

427,561

 

729,511

 

949,246

 

492,921

 

395,440

 

820,500

 

1,220,511

Depreciation and amortization

 

(53,733)

 

(55,342)

 

(130,652)

 

(32,413)

 

(53,674)

 

(50,554)

 

(130,988)

 

(32,339)

Interest income

 

15,742

 

8,426

 

28,235

 

11,275

 

14,295

 

6,345

 

26,208

 

2,368

Interest expense

 

(56,049)

 

(22,555)

 

(132,625)

 

(29,778)

 

(40,572)

 

(32,933)

 

(135,463)

 

(34,983)

Income tax expense

 

(76,795)

 

(5,165)

 

(76,880)

 

(32,869)

 

(50,112)

 

(20,982)

 

(21,751)

 

16,862

Profit (loss) for the year

 

153,269

 

10,028

 

151,935

 

118,734

 

100,650

 

42,321

 

41,735

 

(34,271)

Equity Interests and voting capital

 

48.72%

 

25.01%

 

51.00%

 

53.34% (*)

 

48.72%

 

25.01%

 

51.00%

 

57.13% (*)

 

(*) CPFL Energia indirect interest was (i) 52.75% from January 1 to February 28, 2014, (ii) 57.13% from March 01, 2014 to December 31, 2014 (iii) 53.84% from January 1, 2015 to January 31, 2015 and (iv) 53.34% from February 1, 2015.

 

Although holding more than 50% in Epasa and Chapecoense, the subsidiary CPFL Geração controls these investments jointly with other shareholders. The analysis of the classification of the type of investment is based on the Shareholders' Agreement of each joint venture.

The borrowings from the BNDES obtained by the joint ventures ENERCAN, BAESA and Chapecoense establish restrictions on the payment of dividends to subsidiary CPFL Geração above the mandatory minimum dividend of 25% without the prior consent of the BNDES.

 

13.5.4    Joint operation

Through its wholly-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 (joint operation), CPFL Geração was assured 51.54% of the installed power of 1,275 MW (657 MW) and the assured energy of mean 671 MW (mean 345.4 MW) until 2028 (information on energy capacity measures not audited by the independent auditors).

 

13.6    Capital increase and decrease

13.6.1          Epasa

On January 31, 2014, after carrying out a capital increase, subsidiary CPFL Geração began holding 57.13% of the capital stock of the joint venture EPASA, and the equity interests of certain other shareholders were diluted. According to the Shareholders Agreement in effect, these shareholders were assured the right to repurchase shares in order to re-comprise their stakes by March 1, 2015. This right was partially exercised by Eletricidade do Brasil S/A and OZ&M Incorporação e Participação Ltda. by February 25, 2015, which purchased from subsidiary CPFL Geração 10,704,756 common shares for the amount of R$ 10,454, generating a positive result of R$ 3,391, recorded in line item “Gain on disposal of noncurrent assets” (note 28).

After this corporate operation, the ownership structure of the EPASA joint venture stood as follows:

 

 

83


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

From February 25, 2015

 

At December 31, 2014

Shareholder

Shares

 

Interest - %

 

Shares

 

Interest - %

CPFL Geração de Energia S/A

150,941,659

 

53.34

 

161,646,415

 

57.13

Eletricidade do Brasil S/A

118,100,009

 

41.74

 

107,903,763

 

38.13

Aruanã Energia S/A

6,960,800

 

2.46

 

6,960,800

 

2.46

OZ&M Incorporação, Participação Ltda

6,959,277

 

2.46

 

6,450,767

 

2.28

Total

282,961,745

 

100.00

 

282,961,745

 

100.00

 

13.6.2          CPFL Paulista and RGE

On December 16, 2015, a Board of Directors’ Meeting approved capital increases of R$ 600,000 in CPFL Paulista and R$ 250,000 in RGE made by the parent company CPFL Energia.

 

13.6.3          CPFL ESCO

On August 26, 2015, a Board of Directors’ Meeting approved a capital reduction of R$ 360,000 in CPFL ESCO, for the parent company CPFL Energia, by cash return to the Company.

13.7Advance for future capital increase

At December 31, 2015 the balances of advance for future capital increase refer to advances to the following subsidiaries: (i) CPFL Serviços (R$ 31,000); (ii) CPFL Telecom (R$ 19,000); and (iii) Authi (R$ 2,600).

 

 

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(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - 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

At December 31, 2013

115,946

 

986,527

 

1,318,394

 

4,291,334

 

22,661

 

13,731

 

968,826

 

7,717,419

Historical 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)

Reversal of provision for socio environmental costs

-

 

-

 

9,193

 

-

 

-

 

-

 

-

 

9,193

Transfers, net

500

 

(3,674)

 

156,986

 

997,610

 

14,862

 

(92)

 

(1,166,193)

 

-

Transfers from/to 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)

Write-off of depreciation

-

 

-

 

-

 

404

 

1,026

 

482

 

-

 

1,911

Business combination

71,646

 

264,146

 

106,682

 

844,162

 

93

 

240

 

330,030

 

1,616,999

Spin-off of generation activity in distributors - cost

-

 

-

 

460

 

6,089

 

-

 

204

 

-

 

6,754

Spin-off of generation activity in distributors - depreciation

-

 

-

 

(32)

 

(866)

 

-

 

(28)

 

-

 

(926)

                               

At December 31, 2014

182,316

 

1,185,614

 

1,517,475

 

5,832,005

 

32,328

 

11,660

 

388,088

 

9,149,486

Historical cost

197,393

 

1,637,812

 

1,976,212

 

7,521,804

 

43,081

 

22,462

 

388,088

 

11,786,852

Accumulated depreciation

(15,077)

 

(452,199)

 

(458,737)

 

(1,689,799)

 

(10,753)

 

(10,802)

 

-

 

(2,637,366)

                               

Additions

-

 

-

 

168

 

512

 

-

 

-

 

583,538

 

584,216

Disposals

(1,354)

 

(414)

 

(4,093)

 

(21,773)

 

(558)

 

(284)

 

-

 

(28,477)

Transfers

2,338

 

140

 

61,615

 

217,462

 

10,436

 

578

 

(292,569)

 

-

Reclassification - cost

(212)

 

328,101

 

(499,943)

 

172,169

 

22

 

(137)

 

-

 

-

Transfers from/to other assets - cost

(24)

 

2

 

(6,548)

 

6,598

 

(1)

 

(186)

 

630

 

471

Depreciation

(6,257)

 

(68,562)

 

(50,716)

 

(370,076)

 

(6,343)

 

(1,926)

 

-

 

(503,881)

Write-off of depreciation

-

 

139

 

204

 

3,572

 

379

 

186

 

-

 

4,480

Reclassification - depreciation

-

 

(68,775)

 

68,711

 

151

 

-

 

(88)

 

-

 

-

Transfers from/to other assets - depreciation

-

 

-

 

-

 

35

 

-

 

-

 

-

 

35

Impairment

-

 

-

 

(10,891)

 

(16,565)

 

(32)

 

(106)

 

(5,519)

 

(33,112)

                               

At December 31, 2015

176,807

 

1,376,246

 

1,075,982

 

5,824,089

 

36,230

 

9,696

 

674,166

 

9,173,217

Historical cost

198,141

 

1,965,641

 

1,516,228

 

7,878,838

 

52,947

 

22,323

 

674,166

 

12,308,285

Accumulated depreciation

(21,334)

 

(589,395)

 

(440,246)

 

(2,054,749)

 

(16,717)

 

(12,627)

 

-

 

(3,135,068)

                               

Average depreciation rate 2015

3.86%

 

3.66%

 

3.46%

 

4.62%

 

14.24%

 

10.49%

       

Average depreciation rate 2014

3.86%

 

2.99%

 

2.85%

 

4.44%

 

14.29%

 

11.25%

       

 

 

85


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

In the financial statements, the balance of construction in progress refers mainly to works in progress of the operating subsidiaries and/or those under development, especially for CPFL Renováveis’ projects, which has construction in progress of R$ 612,083 in December 31, 2015.

In 2015, mainly owing to the process of adapting their accounts to the newly defined ANEEL chart of accounts, subsidiaries Ceran and CPFL Renováveis carried out certain reclassifications, mainly involving the accounts “Buildings, civil works and benefits/improvements”, “Machinery and equipment” and “Reservoirs, dams and water pipelines”. These amounts are shown in the lines “Reclassification - cost” and “Reclassification – depreciation” and do not generate material effects on the statement of profit or loss for the year.

In accordance with IAS 23 / CPC 20 (R1), the interest on borrowings taken by subsidiaries to finance the works is capitalized during the construction phase. During 2015, R$ 34,212 was capitalized in the financial statements (R$ 4,236 in 2014) at a rate of 11.16% (8.59% in 2014). For further details on assets under construction and borrowing costs, see note 30.

In the financial statements, depreciation expenses are recognized in the statement of profit or loss in line item “depreciation and amortization” (note 29).

At December 31, 2015, the total amount of property, plant and equipment pledged as collateral for borrowings, as mentioned in note 17, is approximately R$ 3,567,258, mainly relating to the subsidiary CPFL Renováveis (R$ 3,535,263).

 

14.1 Impairment testing

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

As the deterioration of the Brazilian economy has intensified, at December 31, 2015, an impairment in the amount of R$ 33,112 was recognized due to the assessment of the recoverable amount of the cash-generating units of subsidiaries CPFL Telecom (R$ 31,284) and CPFL Total (R$ 1,828). Such loss was recognized in the statement of profit or loss in line item “Other operating expenses” (note 29).

Such provision for impairment was based on the assessment of the cash-generating units comprising fixed assets of subsidiaries CPFL Telecom and CPFL Total which, separately, are not featured as an operating segment and are allocated in the operating segments of Others and Services, respectively (note 31). Additionally, during 2015 the Company did not change the form of aggregation of the assets for identification of these cash-generating units.

Fair value was measured by using the cost approach, a valuation technique that reflects the amount that would be required at present to replace the service capacity of an asset (normally referred to as the cost of substitution or replacement). A provision for impairment of assets was recognized owing to the unfavorable scenario for the business of these subsidiaries and it was calculated based on their fair values, net of selling expenses.

 

86


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

( 15 )   INTANGIBLE ASSETS

 

 

Consolidated

 

Goodwill

 

Concession right

 

Other intangible assets

 

Total

   

Acquired in business combinations

 

Distribution infrastructure - operational

 

Distribution infrastructure - in progress

 

Public utilities

   

At December 31, 2013

6,115

 

4,312,381

 

3,763,197

 

574,131

 

31,582

 

60,922

 

8,748,328

Historical 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

-

 

630,848

 

-

 

-

 

-

 

3,488

 

634,336

Spin-off of generation activity in distributors

-

 

-

 

(299)

 

-

 

-

 

13

 

(286)

                           

At December 31, 2014

6,115

 

4,658,210

 

3,734,606

 

414,574

 

30,162

 

86,503

 

8,930,171

Historical cost

6,152

 

7,441,935

 

9,526,355

 

414,574

 

35,840

 

195,577

 

17,620,433

Accumulated amortization

(37)

 

(2,783,725)

 

(5,791,748)

 

-

 

(5,678)

 

(109,074)

 

(8,690,262)

                           

Additions

-

 

-

 

-

 

879,851

 

-

 

9,298

 

889,149

Amortization

-

 

(302,665)

 

(460,774)

 

-

 

(1,419)

 

(12,604)

 

(777,462)

Transfer - intangible assets

-

 

-

 

512,912

 

(512,912)

 

-

 

-

 

-

Transfer - financial asset

-

 

-

 

387

 

(330,449)

 

-

 

-

 

(330,062)

Transfers from concession financial asset - extended concessions

-

 

-

 

488,635

 

48,563

 

-

 

-

 

537,198

Disposal and transfer - other assets

-

 

-

 

(26,584)

 

-

 

-

 

(6,228)

 

(32,813)

Impairment losses

-

 

-

 

-

 

-

 

-

 

(5,844)

 

(5,844)

                           

At December 31, 2015

6,115

 

4,355,546

 

4,249,182

 

499,627

 

28,743

 

71,125

 

9,210,338

Historical cost

6,152

 

7,441,902

 

10,348,857

 

499,627

 

35,840

 

192,626

 

18,525,003

Accumulated amortization

(37)

 

(3,086,356)

 

(6,099,675)

 

-

 

(7,097)

 

(121,500)

 

(9,314,665)

 

 

In the financial statements the amortization of intangible assets is recognized in the statement of profit or loss in the following line items: (i) “depreciation and amortization” for amortization of distribution infrastructure intangible assets, use of public asset and other intangible assets; and (ii) “amortization of concession intangible asset” for amortization of the intangible asset acquired in business combination (note 29).

As mentioned in note 11, the subsidiaries CPFL Santa Cruz, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Jaguari and CPFL Mococa made a transfer from concession financial assets to intangible assets in the amount of R$ 537,198, recognized in line item “Extension of concessions – transfer of financial asset”, whose amortization for the period from July to December 2015 was R$ 27,939.

In accordance with IAS 23 / CPC 20 (R1), the interest on borrowings taken by subsidiaries is capitalized for qualifying intangible assets. In the financial statements, in 2015, R$ 11,358 was capitalized (R$ 8,044 in 2014) at a rate of 7.53% p.a. (7.50% p.a. in 2014).

 

 

15.1Intangible asset acquired in business combinations

The breakdown of the intangible asset related to the right to operate the concessions acquired in business combinations is as follows:

 

87


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

 

Consolidated

 

December 31, 2015

 

December 31, 2014

 

Annual amortization rate

 

Historical cost

 

Accumulated amortization

 

Net value

 

Net value

 

2015

 

2014

Intangible asset - acquired in business combinations

                   

Intangible asset acquired, not merged

                     

Parent company

                     

CPFL Paulista

304,861

 

(187,033)

 

117,829

 

132,397

 

4.78%

 

5.10%

CPFL Piratininga

39,065

 

(22,451)

 

16,614

 

18,371

 

4.50%

 

4.66%

RGE

3,150

 

(1,560)

 

1,590

 

1,764

 

5.51%

 

5.70%

CPFL Geração

54,555

 

(31,798)

 

22,757

 

25,509

 

5.04%

 

4.88%

CPFL Santa Cruz

9

 

(9)

 

-

 

1

 

15.86%

 

16.22%

CPFL Leste Paulista

3,333

 

(3,333)

 

-

 

513

 

15.38%

 

17.36%

CPFL Sul Paulista

7,288

 

(7,288)

 

-

 

1,156

 

15.86%

 

17.53%

CPFL Jaguari

5,213

 

(5,213)

 

-

 

713

 

13.68%

 

19.13%

CPFL Mococa

9,110

 

(9,110)

 

-

 

1,041

 

11.42%

 

17.53%

CPFL Jaguari Geração

7,896

 

(3,312)

 

4,584

 

5,086

 

6.36%

 

6.71%

 

434,480

 

(271,107)

 

163,373

 

186,550

       
                       

Subsidiaries

                     

CPFL Renováveis

3,764,809

 

(569,594)

 

3,195,215

 

3,352,524

 

5.44%

 

4.11%

Other

15,096

 

(14,580)

 

516

 

921

       
 

3,779,905

 

(584,174)

 

3,195,731

 

3,353,444

       
                       

Subtotal

4,214,385

 

(855,281)

 

3,359,104

 

3,539,995

       
                       

Intangible asset acquired and merged – Deductible

                   

Subsidiaries

                     

RGE

1,120,266

 

(838,715)

 

281,551

 

301,564

 

1.79%

 

1.75%

CPFL Geração

426,450

 

(303,531)

 

122,919

 

139,103

 

3.80%

 

3.89%

Subtotal

1,546,716

 

(1,142,246)

 

404,470

 

440,667

       
                       

Intangible asset acquired and merged – Reassessed

                   

Parent company

                     

CPFL Paulista

1,074,026

 

(690,257)

 

383,770

 

430,386

 

4.34%

 

4.61%

CPFL Piratininga

115,762

 

(66,530)

 

49,232

 

54,439

 

4.50%

 

4.66%

RGE

310,128

 

(158,975)

 

151,153

 

167,640

 

5.32%

 

5.50%

CPFL Santa Cruz

61,685

 

(61,685)

 

-

 

6,054

 

9.81%

 

10.03%

CPFL Leste Paulista

27,034

 

(27,034)

 

-

 

2,709

 

10.02%

 

14.45%

CPFL Sul Paulista

38,168

 

(38,168)

 

-

 

4,184

 

10.96%

 

14.35%

CPFL Mococa

15,124

 

(15,124)

 

-

 

1,266

 

8.37%

 

14.05%

CPFL Jaguari

23,600

 

(23,600)

 

-

 

2,195

 

9.30%

 

15.33%

CPFL Jaguari Geração

15,275

 

(7,457)

 

7,818

 

8,675

 

5.61%

 

5.91%

Subtotal

1,680,801

 

(1,088,829)

 

591,972

 

677,548

       
                       

Total

7,441,902

 

(3,086,356)

 

4,355,546

 

4,658,210

       

 

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

- Intangible asset acquired, not merged

  Refers basically to the intangible asset from acquisition of the shares held by noncontrolling interests prior to adoption of CPC 15 and IFRS 3.

- Intangible asset acquired and merged - Deductible

Refers to the intangible asset from the acquisition of subsidiaries that were merged into the respective equity, without application of CVM Instructions No. 319/1999 and No. 349/2001, that is, without segregation of the amount of the tax benefit.

- Intangible asset acquired and merged – Reassessed

In order to comply with ANEEL requirements and avoid the amortization of the intangible asset resulting from the merger of parent company causing a negative impact on dividends paid to noncontrolling interests, the subsidiaries applied the concepts of CVM Instructions No. 319/1999 and No. 349/2001 to the intangible asset. A reserve was therefore recognized to adjust the intangible, against a special goodwill reserve on the merger of equity in each subsidiary, so that the effect of the transaction on the equity reflects the tax benefit of the merged intangible asset. These changes affected the Company's investment in subsidiaries, and in order to adjust this, a non-deductible intangible asset was recognized for tax purposes.

For the balances relating to the subsidiary CPFL Renováveis, the amortization is recognized for the remaining period of the respective operation authorizations, using the straight-line method. For the other


balances, the amortization rates for intangible assets acquired in business combination are based on the projected income curves of the concessionaires for the remaining concession period, and these projections are reviewed annually.

 

88


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

15.2Impairment test

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

As the deterioration of the Brazilian economy has intensified, at December 31, 2015, an impairment loss of R$ 5,844 was recognized, related to the assessment of the recoverable amount of the cash-generating units of subsidiaries CPFL Telecom (R$ 1,835) and CPFL Total (R$ 4,009). Such loss was recognized in the statement of profit or loss in line item “Other operating expenses” (note 29).

Such provision for impairment was based on the assessment of these cash-generating units formed by the intangible assets of subsidiaries CPFL Telecom and CPFL Total, which, separately, do not feature an operating segment and are allocated to the operating segments of Others and Services, respectively (note 31). Additionally, during 2015 the Company did not change the form of aggregation of the assets for identification of these cash-generating units.

For fair value measurement the cost approach was used, this is a valuation technique that reflects the amount that would be currently required to replace the service capacity of an asset (normally referred to as cost of substitution or replacement). The recognition of the provision for impairment of assets was due to the unfavorable scenario for the businesses of these subsidiaries and was calculated based on their fair values net of selling expenses.

 

( 16 )   TRADE PAYABLES

  

 

Consolidated

 

December 31, 2015

 

December 31, 2014

Current

     

System service charges

203,961

 

-

Energy purchased

2,402,823

 

1,895,742

Electricity network usage charges

106,940

 

125,860

Materials and services

331,809

 

250,416

Free energy

115,676

 

102,129

Total

3,161,210

 

2,374,147

       

Noncurrent

     

Materials and services

633

 

633

 

 

 

89


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

( 17 )   INTEREST ON DEBTS AND BORROWINGS

 

   

Consolidated

   

December 31, 2015

 

December 31, 2014

   

Interest - Current and Noncurrent

 

Principal

 

Total

 

Interest - Current and Noncurrent

 

Principal

 

Total

     

Current

 

Noncurrent

     

Current

 

Noncurrent

 

Measured at cost

                               

Local currency

                               

Investment

 

17,775

 

693,058

 

4,970,715

 

5,681,549

 

10,430

 

617,951

 

4,734,696

 

5,363,077

Rental assets

 

17

 

687

 

3,434

 

4,138

 

14

 

631

 

3,649

 

4,294

Financial Institutions

 

179,656

 

382,411

 

1,350,746

 

1,912,812

 

128,920

 

241,552

 

1,395,644

 

1,766,116

Others

 

764

 

134,960

 

10,002

 

145,726

 

709

 

108,918

 

14,223

 

123,851

Total at Cost

 

198,212

 

1,211,115

 

6,334,897

 

7,744,225

 

140,074

 

969,053

 

6,148,211

 

7,257,338

Measured at fair value

                               

Foreign currency

                               

Financial Institutions

 

40,714

 

1,651,199

 

5,560,517

 

7,252,430

 

18,168

 

125,511

 

3,353,468

 

3,497,147

Mark to Market

 

-

 

(29,269)

 

(282,980)

 

(312,249)

 

-

 

155

 

(56,153)

 

(55,998)

Total at fair value

 

40,714

 

1,621,930

 

5,277,536

 

6,940,180

 

18,168

 

125,667

 

3,297,315

 

3,441,149

                                 

Borrowing costs

 

-

 

(1,391)

 

(20,227)

 

(21,618)

 

-

 

(1,219)

 

(18,891)

 

(20,110)

                                 

Total

 

238,926

 

2,831,654

 

11,592,206

 

14,662,787

 

158,241

 

1,093,500

 

9,426,634

 

10,678,376

 

 

90


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

   

Consolidated

         

Measured at amortized cost

 

December 31, 2015

 

December 31, 2014

 

Annual interest

 

Amortization

 

Collateral

Local currency

                   

Investment

                   

CPFL Paulista

                   

FINEM V

 

70,293

 

103,617

 

TJLP + 2.12% to 3.3% (c)

 

72 monthly installments from February 2012

 

CPFL Energia guarantee and receivables

FINEM V

 

5,384

 

7,130

 

Fixed rate 8% (c)

 

90 monthly installments from August 2011

 

CPFL Energia guarantee and receivables

FINEM V

 

38,386

 

45,937

 

Fixed rate 5.5% (b)

 

96 monthly installments from February 2013

 

CPFL Energia guarantee and receivables

FINEM VI

 

197,145

 

245,445

 

TJLP + 2.06% to 3.08% (e) (f)

 

72 monthly installments from January 2014

 

CPFL Energia guarantee and receivables

FINEM VI

 

10,412

 

11,917

 

Fixed rate 2.5% (a)

 

114 monthly installments from June 2013

 

CPFL Energia guarantee and receivables

FINEM VI

 

191,022

 

218,640

 

Fixed rate 2.5% (a)

 

96 monthly installments from December 2014

 

CPFL Energia guarantee and receivables

FINEM VII

 

63,777

 

-

 

Fixed rate 6% (b)

 

96 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINEM VII

 

65,304

 

-

 

SELIC + 2.62% to 2.66% (h)

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINEM VII

 

130,774

 

-

 

TJLP + 2.12% to 2.66% (c) (d)

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINAME

 

33,808

 

42,260

 

Fixed rate 4.5%

 

96 monthly installments from January 2012

 

CPFL Energia guarantee

CPFL Piratininga

 

 

               

FINEM IV

 

37,859

 

55,807

 

TJLP + 2.12% to 3.3% (c)

 

72 monthly installments from February 2012

 

CPFL Energia guarantee and receivables

FINEM IV

 

1,736

 

2,299

 

Fixed rate 8% (c)

 

90 monthly installments from August 2011

 

CPFL Energia guarantee and receivables

FINEM IV

 

19,962

 

23,889

 

Fixed rate 5.5% (b)

 

96 monthly installments from February 2013

 

CPFL Energia guarantee and receivables

FINEM V

 

57,621

 

71,737

 

TJLP + 2.06% to 3.08% (e) (f)

 

72 monthly installments from January 2014

 

CPFL Energia guarantee and receivables

FINEM V

 

2,735

 

3,130

 

Fixed rate 2.5% (a)

 

114 monthly installments from June 2013

 

CPFL Energia guarantee and receivables

FINEM V

 

47,536

 

54,409

 

Fixed rate 2.5% (a)

 

96 monthly installments from December 2014

 

CPFL Energia guarantee and receivables

FINEM VI

 

39,605

 

-

 

SELIC + 2.62% to 2.66% (h)

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINEM VI

 

69,054

 

-

 

TJLP + 2.12% to 2.66% (c) (d)

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINEM VI

 

30,463

 

-

 

Fixed rate 6% (b)

 

96 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINAME

 

16,031

 

20,039

 

Fixed rate 4.5%

 

96 monthly installments from January 2012

 

CPFL Energia guarantee

RGE

 

 

               

FINEM V

 

42,549

 

62,721

 

TJLP + 2.12% to 3.3% (c)

 

72 monthly installments from February 2012

 

CPFL Energia guarantee and receivables

FINEM V

 

14,725

 

17,622

 

Fixed rate 5.5% (b)

 

96 monthly installments from February 2013

 

CPFL Energia guarantee and receivables

FINEM VI

 

105,322

 

131,125

 

TJLP + 2.06% to 3.08% (e) (f)

 

72 monthly installments from January 2014

 

CPFL Energia guarantee and receivables

FINEM VI

 

1,102

 

1,261

 

Fixed rate 2.5% (a)

 

114 monthly installments from June 2013

 

CPFL Energia guarantee and receivables

FINEM VI

 

70,240

 

80,396

 

Fixed rate 2.5% (a)

 

96 monthly installments from December 2014

 

CPFL Energia guarantee and receivables

FINEM VII

 

43,522

 

-

 

Fixed rate 6% (b)

 

96 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINEM VII

 

59,348

 

-

 

SELIC + 2.62% to 2.66% (h)

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINEM VII

 

76,728

 

-

 

TJLP + 2.12% to 2.66% (d)

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINAME

 

8,045

 

10,056

 

Fixed rate 4.5%

 

96 monthly installments from January 2012

 

CPFL Energia guarantee

FINAME

 

227

 

287

 

Fixed rate 10.0%

 

90 monthly installments from May 2012

 

Liens on assets

FINAME

 

715

 

-

 

Fixed rate 10.0%

 

66 monthly installments from October 2015

 

Liens on assets

CPFL Santa Cruz

 

 

               

Bank credit note - Unibanco

 

-

 

929

 

TJLP + 2.9%

 

54 monthly installments from December 2010

 

CPFL Energia guarantee and receivables

FINEM

 

10,306

 

11,317

 

Fixed rate 6%

 

111 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

3,663

 

3,334

 

SELIC + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

7,382

 

7,596

 

TJLP + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

CPFL Leste Paulista

 

 

               

Bank credit note - Unibanco

 

-

 

1,286

 

TJLP + 2.9%

 

54 monthly installments from June 2011

 

CPFL Energia guarantee and receivables

FINEM

 

3,850

 

2,904

 

Fixed rate 6%

 

111 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

1,343

 

1,179

 

SELIC + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

2,709

 

2,685

 

TJLP + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

CPFL Sul Paulista

 

 

               

Bank credit note - Unibanco

 

-

 

1,393

 

TJLP + 2.9%

 

54 monthly installments from June 2011

 

CPFL Energia guarantee and receivables

FINEM

 

2,734

 

1,968

 

Fixed rate 6%

 

111 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

1,876

 

1,553

 

SELIC + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

3,803

 

3,545

 

TJLP + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

CPFL Jaguari

 

 

               

Bank credit note - Unibanco

 

-

 

455

 

TJLP + 2.9%

 

54 monthly installments from December 2010

 

CPFL Energia guarantee and receivables

Bank credit note - Santander

 

1,710

 

1,968

 

TJLP + 3.1%

 

96 monthly installments from June 2014

 

CPFL Energia guarantee

Bank credit note - Santander

 

808

 

635

 

UMBNDES + 2.1%

 

96 monthly installments from June 2014

 

CPFL Energia guarantee

FINEM

 

2,745

 

2,775

 

Fixed rate 6%

 

111 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

1,394

 

1,104

 

SELIC + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

2,826

 

2,516

 

TJLP + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

CPFL Mococa

 

 

               

Bank credit note - Unibanco

 

-

 

608

 

TJLP + 2.9%

 

54 monthly installments from January 2011

 

CPFL Energia guarantee and receivables

Bank credit note - Santander

 

2,200

 

2,532

 

TJLP + 3.1%

 

96 monthly installments from June 2014

 

CPFL Energia guarantee

Bank credit note - Santander

 

1,039

 

817

 

UMBNDES + 2.1%

 

96 monthly installments from June 2014

 

CPFL Energia guarantee

Bank credit note - Santander

 

1,932

 

1,250

 

UMBNDES +1.99%

 

96 monthly installments from October 2015

 

CPFL Energia guarantee

Bank credit note - Santander

 

4,619

 

4,335

 

TJLP + 2.99% (f)

 

96 monthly installments from October 2015

 

CPFL Energia guarantee

CPFL Serviços

 

 

               

FINAME

 

1,509

 

1,675

 

Fixed rate 2.5% to 5.5%

 

96 monthly installments from August 2014

 

CPFL Energia guarantee and liens on equipment

FINAME

 

357

 

357

 

Fixed rate 6%

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and liens on equipment

FINAME

 

864

 

1,272

 

Fixed rate 7.7% to 10%

 

90 monthly installments from November 2012

 

CPFL Energia guarantee and liens on equipment

FINAME

 

13,049

 

14,806

 

Fixed rate 2.5% to 5.5%

 

114 monthly installments from February 2013

 

CPFL Energia guarantee and liens on equipment

FINAME

 

60

 

74

 

TJLP + 4.2%

 

90 monthly installments from November 2012

 

CPFL Energia guarantee and liens on equipment

FINAME

 

2,659

 

2,860

 

Fixed rate 6%

 

90 monthly installments from October 2014

 

CPFL Energia guarantee and liens on equipment

FINAME

 

108

 

108

 

Fixed rate 6%

 

96 monthly installments from June 2016

 

CPFL Energia guarantee and liens on equipment

FINAME

 

6,496

 

6,909

 

Fixed rate 6%

 

114 monthly installments from June 2015

 

CPFL Energia guarantee and liens on equipment

FINAME

 

1,002

 

-

 

TJLP + 2.2% to 3.2% (c)

 

56 monthly installments from July 2015

 

CPFL Energia guarantee and liens on equipment

FINAME

 

4,006

 

-

 

Fixed rate 9.5% to 10% (c)

 

66 monthly installments from October 2015

 

CPFL Energia guarantee and liens on equipment

CERAN

 

 

               

BNDES

 

312,150

 

360,217

 

TJLP + 3.69% to 5%

 

168 monthly installments from December 2005

 

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

BNDES

 

68,993

 

54,604

 

UMBNDES + 5% (1)

 

168 monthly installments from February 2006

 

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

CPFL Transmissão

 

 

               

FINAME

 

19,466

 

17,736

 

Fixed rate 3.0%

 

96 monthly installments from July 2015

 

CPFL Energia guarantee

CPFL Telecom

 

 

               

FINAME

 

7,610

 

7,588

 

Fixed rate 6.0% (b)

 

60 monthly installments from December 2016

 

CPFL Energia guarantee

FINEM

 

7,018

 

6,187

 

SELIC + 3.12% (h)

 

60 monthly installments from December 2016

 

CPFL Energia guarantee

FINEM

 

21,544

 

21,349

 

TJLP + 2.12% to 3.12% (c)

 

60 monthly installments from December 2016

 

CPFL Energia guarantee

 

 

91


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

CPFL Renováveis

 

 

               

FINEM I

 

290,445

 

321,088

 

TJLP + 1.95%

 

168 monthly installments from October 2009

 

PCH Holding a joint and several debtor, letters of guarantee

FINEM II

 

25,308

 

28,605

 

TJLP + 1.90%.

 

144 monthly installments from June 2011

 

CPFL Energia guarantee, liens on assets and assignment of credit rights

FINEM III

 

528,528

 

565,890

 

TJLP + 1.72%

 

192 monthly installments from May 2013

 

CPFL Energia guarantee, pledge of shares, liens on assets, assignment of credit rights

FINEM V

 

90,678

 

101,723

 

TJLP + 2.8% to 3.4%

 

143 monthly installments from December 2011

 

PCH Holding 2 and CPFL Renováveis as joint and several debtors.

FINEM VI

 

79,457

 

84,176

 

TJLP + 2.05%

 

192 monthly installments from October 2013

 

Pledge of CPFL Renováveis shares, assignment of receivables

FINEM VII

 

156,737

 

176,252

 

TJLP + 1.92 %

 

156 monthly installments from October 2010

 

Pledge of shares, assignment of rights, liens on machinery and equipment

FINEM IX

 

32,289

 

39,581

 

TJLP + 2.15%

 

120 monthly installments from May 2010

 

Pledge of shares of subsidiary and liens on machinery and equipment

FINEM X

 

528

 

827

 

TJLP

 

84 monthly installments from October 2010

 

Pledge of shares, assignment of rights, liens on machinery and equipment

FINEM XI

 

115,676

 

126,670

 

TJLP + 1.87% to 1.9%

 

168 monthly installments from January 2012

 

CPFL Energia guarantee, pledge of shares, liens on assets, assignment of credit rights

FINEM XII

 

335,894

 

357,620

 

TJLP + 2.18%

 

192 monthly installments from July 2014

 

CPFL Energia guarantee, liens on assets, joint assignment of credit rights, pledge of shares

FINEM XIII

 

296,891

 

315,596

 

TJLP + 2.02% to 2.18%

 

192 monthly installments from November 2014

 

Pledge of shares and machinery and equipment of SPE , assignment of rights

FINEM XIV

 

11,599

 

19,707

 

TJLP + 3.50%

 

120 monthly installments from June 2007

 

Liens on machinery and equipment , assignment of receivables, pledge of grantor rights - ANEEL, pledge of shares

FINEM XV

 

31,227

 

35,392

 

TJLP + 3.44%

 

139 monthly installments from September 2011

 

Assignment of receivables, pledge of grantor rights - ANEEL, pledge of shares

FINEM XVI

 

8,500

 

10,581

 

Fixed rate 5.50%

 

101 monthly installments from September 2011

 

Assignment of receivables, pledge of grantor rights - ANEEL, pledge of shares

FINEM XVII

 

490,786

 

525,541

 

TJLP + 2.18%

 

192 monthly installments from January 2013

 

Liens on machinery and equipment, assignment of receivables, pledge of grantor rights - ANEEL, pledge of shares and reserve account

FINEM XVIII

 

18,481

 

23,200

 

Fixed rate 4.5%

 

102 monthly installments from June 2011

 

CPFL Energia guarantee, liens on assets , assignment of credit rights

FINEM XIX

 

31,381

 

33,488

 

TJLP + 2.02%

 

192 monthly installments from January 2014

 

CPFL Energia guarantee, liens on assets, joint assignment of credit rights, pledge of shares

FINEM XX

 

52,091

 

59,533

 

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

FINEM XXI

 

42,765

 

45,636

 

TJLP + 2.02%

 

192 monthly installments from January 2014

 

CPFL Energia guarantee, liens on assets, joint assignment of credit rights, pledge of shares

FINEM XXII

 

45,828

 

52,375

 

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

FINEM XXIII

 

2,305

 

2,882

 

Fixed rate 4.5%

 

102 monthly installments from June 2011

 

CPFL Energia guarantee, liens on assets , assignment of credit rights

FINEM XXIV

 

136,528

 

163,476

 

Fixed rate 5.5%

 

108 monthly installments from January 2012

 

CPFL Energia guarantee, liens on assets, joint assignment of credit rights

FINEM XXV

 

79,010

 

-

 

TJLP + 2.18%

 

192 monthly installments from June 2015

 

Pledge of shares and grantor rights, liens on assets and assignment of credit rights

FINEM XXVI

 

270,768

 

-

 

TJLP + 2.75%

 

192 monthly installments from July 2017

 

Pledge of shares and grantor rights, liens on assets and assignment of credit rights

FINAME IV

 

3,327

 

3,773

 

Fixed rate 2.5%

 

96 monthly installments from February 2015

 

Pledge of CPFL Renováveis shares,
pledge of shares and reserve account of SPE,
assignment of receivables

FINEP I

 

1,890

 

2,382

 

Fixed rate 3.5%

 

61 monthly installments from October 2014

 

Bank guarantee

FINEP II

 

10,383

 

10,366

 

TJLP - 1.00%

 

85 monthly installments from June 2017

 

Guarantee

FINEP III

 

6,374

 

6,945

 

TJLP + 3.00%

 

73 monthly installments from July 2015

 

Guarantee

BNB I

 

108,835

 

117,516

 

Fixed rate 9.5% to 10%

 

168 monthly installments from January 2009

 

Liens

BNB II

 

165,324

 

172,430

 

Fixed rate 10% (J)

 

222 monthly installments from May 2010

 

CPFL Energia guarantee

BNB III

 

30,837

 

32,591

 

Fixed rate 9.5%

 

228 monthly installments from July 2009

 

Guarantee, liens on assets, assignment of credit rights

NIB

 

72,739

 

74,197

 

IGPM + 8.63%

 

50 quarterly installments from June 2011

 

No guarantee

Bridge BNDES IV

 

-

 

49,492

 

TJLP + 2.40%

 

1 installment in January 2016

 

Guarantee

Banco do Brasil

 

31,014

 

36,739

 

Fixed rate 10.00%

 

132 monthly installment from June 2010

 

Shareholders support, pledge of shares and grantor rights, assignment of receivables, performance bond, guarantee and civil liability

   

 

               

CPFL Brasil

 

 

               

FINEP

 

1,864

 

2,657

 

Fixed rate 5%

 

81 monthly installments from August 2011

 

Receivables

   

 

               

Purchase of assets

 

 

               

CPFL ESCO

 

 

               

FINAME

 

3,544

 

4,135

 

Fixed rate 4.5% to 8.7%

 

96 monthly installments from March 2012

 

CPFL Energia guarantee and liens on equipment

FINAME

 

117

 

158

 

Fixed rate 6%

 

72 monthly installments from October 2016

 

CPFL Energia guarantee

FINAME

 

261

 

-

 

TJLP + 2.70%

 

48 monthly installments from October 2016

 

CPFL Energia guarantee

FINAME

 

216

 

-

 

SELIC + 2.70%

 

48 monthly installments from October 2016

 

CPFL Energia guarantee

Financial institutions

                   

CPFL Energia

                   

Santander - Working capital

 

331,343

 

-

 

86.40% of CDI

 

1 installment in January 2016

 

No guarantee

CPFL Paulista

                   

Banco do Brasil - Working capital

 

-

 

105,500

 

107% of CDI

 

1 installment in April 2015

 

CPFL Energia guarantee

Banco do Brasil - Working capital

 

-

 

73,758

 

98.50% of CDI (f)

 

4 annual installments from July 2012

 

CPFL Energia guarantee

Banco do Brasil - Working capital

 

331,549

 

291,036

 

104.90% of CDI (f)

 

2 annual installments from July 2017

 

CPFL Energia guarantee

CPFL Piratininga

                   

Banco do Brasil - Working capital

 

-

 

6,784

 

98.50% of CDI (f)

 

4 annual installments from July 2012

 

CPFL Energia guarantee

Banco do Brasil - Working capital

 

58,353

 

51,222

 

104.90% of CDI (f)

 

2 annual installments from July 2017

 

CPFL Energia guarantee

RGE

                   

Banco do Brasil - Working capital

 

-

 

31,894

 

98.50% of CDI (f)

 

4 annual installments from July 2012

 

CPFL Energia guarantee

CPFL Santa Cruz

                   

Banco do Brasil - Working capital

 

43,764

 

38,417

 

104.90% of CDI (f)

 

2 annual installments from July 2017

 

CPFL Energia guarantee

Banco IBM - Working capital

 

7,637

 

8,083

 

CDI + 0.27% (f)

 

12 semiannual installments from June 2015

 

CPFL Energia guarantee

CPFL Leste Paulista

                   

Banco IBM - Working capital

 

6,587

 

7,419

 

100.0% of CDI

 

14 semiannual installments from December 2012

 

CPFL Energia guarantee

Banco IBM - Working capital

 

23,790

 

25,666

 

CDI + 0.1%

 

12 semiannual installments from October 2014

 

CPFL Energia guarantee

Banco IBM - Working capital

 

17,268

 

7,969

 

CDI + 0.27%

 

12 semiannual installments from March 2015

 

CPFL Energia guarantee

Banco IBM - Working capital

 

8,052

 

10,307

 

CDI + 1.33 (f)

 

12 semiannual installments from June 2015

 

CPFL Energia guarantee

CPFL Sul Paulista

                   

Banco do Brasil - Working capital

 

27,850

 

24,447

 

104.90% of CDI (f)

 

2 annual installments from July 2017

 

CPFL Energia guarantee

Banco IBM - Working capital

 

8,914

 

4,036

 

CDI + 0.27% to 1.33 (f)

 

12 semiannual installments from June 2015

 

CPFL Energia guarantee

CPFL Jaguari

                   

Banco do Brasil - Working capital

 

3,846

 

3,376

 

104.90% of CDI (f)

 

2 annual installments from July 2017

 

CPFL Energia guarantee

Banco IBM - Working capital

 

13,266

 

15,064

 

100.0% of CDI

 

14 semiannual installments from December 2012

 

CPFL Energia guarantee

Banco IBM - Working capital

 

12,825

 

13,836

 

CDI + 0.1%

 

12 semiannual installments from October 2014

 

CPFL Energia guarantee

CPFL Mococa

                   

Banco do Brasil - Working capital

 

25,198

 

22,119

 

104.90% of CDI (f)

 

2 annual installments from July 2017

 

CPFL Energia guarantee

Banco IBM - Working capital

 

4,305

 

4,888

 

100.0% of CDI

 

14 semiannual installments from December 2012

 

CPFL Energia guarantee

Banco IBM - Working capital

 

14,663

 

15,519

 

CDI + 0.27%

 

12 semiannual installments from March 2015

 

CPFL Energia guarantee

CPFL Serviços

                   

Banco IBM - Working capital

 

5,111

 

6,316

 

CDI + 0.10%

 

11 semiannual installments from June 2013

 

CPFL Energia guarantee

CPFL Geração

                   

Banco do Brasil - Working capital

 

642,124

 

637,635

 

109.5% of CDI

 

1 installment in March 2019

 

CPFL Energia guarantee

CPFL Renováveis

                   

HSBC

 

290,679

 

322,336

 

CDI + 0.5% (i)

 

8 annual installment from June 2013

 

Pledge of shares

CPFL Telecom

                   

Banco IBM - Working capital

 

35,689

 

38,489

 

CDI + 0.18%

 

12 semiannual installments from August 2014

 

CPFL Energia guarantee

                     

Others

                   

Eletrobrás

                   

CPFL Paulista

 

3,931

 

5,414

 

RGR + 6% to 6.5%

 

monthly installments from August 2006

 

Receivables and promissory notes

CPFL Piratininga

 

88

 

239

 

RGR + 6%

 

monthly installments from August 2006

 

Receivables and promissory notes

RGE

 

7,658

 

9,746

 

RGR + 6%

 

monthly installments from August 2006

 

Receivables and promissory notes

CPFL Santa Cruz

 

1,029

 

1,601

 

RGR + 6%

 

monthly installments from January 2007

 

Receivables and promissory notes

CPFL Leste Paulista

 

532

 

747

 

RGR + 6%

 

monthly installments from February 2008

 

Receivables and promissory notes

CPFL Sul Paulista

 

544

 

808

 

RGR + 6%

 

monthly installments from August 2007

 

Receivables and promissory notes

CPFL Jaguari

 

24

 

41

 

RGR + 6%

 

monthly installments from June 2007

 

Receivables and promissory notes

CPFL Mococa

 

170

 

222

 

RGR + 6%

 

monthly installments from January 2008

 

Receivables and promissory notes

Others

 

131,751

 

105,034

           

Subtotal local currency - Cost

 

7,744,225

 

7,257,338

           

 

 

92


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Foreign Currency

                   

Measured at fair value

                   

Financial Institutions

                   

CPFL Energia

                   

Santander

 

293,660

 

-

 

US$ + 1.547% (3)

 

1 installment in February 2016

 

No guarantee

Bradesco

 

154,665

 

-

 

US$ + 1.72% (2) (f)

 

1 installment in June 2016

 

No guarantee

Santander

 

197,044

 

-

 

US$ + 1.918% (3)

 

1 installment in September 2016

 

No guarantee

CPFL Paulista

                   

Bank of America Merrill Lynch

 

397,324

 

270,248

 

US$ + 3.69 % (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

Bank of America Merrill Lynch

 

-

 

399,887

 

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

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

Bank of America Merrill Lynch

 

175,750

 

119,561

 

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

 

1 installment in September 2018

 

CPFL Energia guarantee and promissory notes

Bank of Tokyo-Mitsubishi

 

195,524

 

-

 

US$ + Libor 3 months + 0.88% (3) (g)

 

1 installment in February 2020

 

CPFL Energia guarantee and promissory notes

Bank of Tokyo-Mitsubishi

 

195,380

 

132,887

 

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

 

4 semiannual installments from September 2017

 

CPFL Energia guarantee and promissory notes

BNP Paribas

 

85,991

 

-

 

Euro + 1.6350% (3)

 

1 installment in January 2018

 

CPFL Energia guarantee and promissory notes

Citibank

 

-

 

133,585

 

US$ + Libor 6 months + 1.77% (3)

 

1 installment in September 2016

 

CPFL Energia guarantee and promissory notes

Citibank

 

195,502

 

132,962

 

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

 

1 installment in March 2019

 

CPFL Energia guarantee and promissory notes

Citibank

 

227,397

 

-

 

US$ + Libor 3 months + 1.44% (3)

 

1 installment in January 2020

 

CPFL Energia guarantee and promissory notes

HSBC

 

338,504

 

-

 

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

 

1 installment in January 2018

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

156,381

 

106,383

 

US$ + 2.28% to 2.32% (3)

 

1 installment in December 2017

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

138,255

 

-

 

US$ + 2.36% to 2.39% (3)

 

1 installment in January 2018

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

98,891

 

-

 

US$ + 2.74% (3)

 

1 installment in January 2019

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

59,080

 

-

 

US$ + 2.2% (3)

 

1 installment in February 2018

 

CPFL Energia guarantee and promissory notes

Bank of America Merrill Lynch

 

587,094

 

-

 

US$ + Libor 3 months + 1.40% (3)

 

1 installment in February 2018

 

CPFL Energia guarantee and promissory notes

Mizuho Bank

 

292,895

 

199,235

 

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

 

3 semiannual installments from March 2018

 

CPFL Energia guarantee and promissory notes

Morgan Stanley

 

196,502

 

133,601

 

US$ + Libor 6 months + 1.75% (3)

 

1 installment in September 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

95,502

 

64,958

 

US$ + 3.3125% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

CPFL Piratininga

                   

Bank of America Merrill Lynch

 

48,964

 

-

 

US$ + Libor 3 months + 1.15% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

Bank of America Merrill Lynch

 

97,849

 

-

 

US$ + Libor 3 months + 1.15% (3)

 

1 installment in August 2016

 

CPFL Energia guarantee and promissory notes

BNP Paribas

 

236,474

 

-

 

Euro + 1.6350% (3)

 

1 installment in January 2018

 

CPFL Energia guarantee and promissory notes

Citibank

 

244,778

 

-

 

US$ + Libor 3 months + 1.41% (3)

 

2 annual installments from January 2019

 

CPFL Energia guarantee and promissory notes

Citibank

 

-

 

21,401

 

US$ + Libor 6 months + 1.69%(3)

 

1 installment in August 2016

 

CPFL Energia guarantee and promissory notes

Citibank

 

-

 

167,050

 

US$ + Libor 6 months + 1.14% (3)

 

1 installment in January 2017

 

CPFL Energia guarantee and promissory notes

Citibank

 

195,502

 

132,962

 

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

 

1 installment in March 2019

 

CPFL Energia guarantee and promissory notes

Santander

 

177,268

 

120,585

 

US$ + 2.58% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

124,737

 

84,843

 

US$ + 3.3125% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

64,980

 

-

 

US$ + 2.08% (3)

 

1 installment in August 2017

 

CPFL Energia guarantee and promissory notes

Sumitomo

 

195,938

 

133,259

 

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

 

1 installment in April 2018

 

CPFL Energia guarantee and promissory notes

RGE

                   

Bank of Tokyo-Mitsubishi

 

70,439

 

47,908

 

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

 

1 installment in April 2018

 

CPFL Energia guarantee and promissory notes

Bank of Tokyo-Mitsubishi

 

320,602

 

218,046

 

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

 

1 installment in May 2018

 

CPFL Energia guarantee and promissory notes

Citibank

 

58,683

 

39,912

 

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

 

2 annual installments from May 2018

 

CPFL Energia guarantee and promissory notes

Citibank

 

274,426

 

186,593

 

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

 

1 installment in April 2017

 

CPFL Energia guarantee and promissory notes

HSBC

 

53,260

 

36,223

 

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

 

1 installment in October 2017

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

239,453

 

-

 

US$ + 2.78% (3)

 

1 installment in February 2018

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

139,466

 

-

 

US$ + 1.35% (3)

 

1 installment in February 2016

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

-

 

126,126

 

US$ + 2.64% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

CPFL Santa Cruz

                   

J.P. Morgan

 

-

 

25,864

 

US$ + 2.38% (3)

 

1 installment in July 2015

 

CPFL Energia guarantee and promissory notes

Santander

 

34,679

 

23,590

 

US$ + 2.544% (3)

 

1 installment in June 2016

 

CPFL Energia guarantee and promissory notes

CPFL Leste Paulista

                   

Scotiabank

 

-

 

32,926

 

US$ + 2.695% (3)

 

1 installment in July 2015

 

CPFL Energia guarantee and promissory notes

CPFL Sul Paulista

                   

J.P. Morgan

 

-

 

13,578

 

US$ + 2.38% (3)

 

1 installment in July 2015

 

CPFL Energia guarantee and promissory notes

Santander

 

38,147

 

25,949

 

US$ + 2.544% (3)

 

1 installment in June 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

-

 

13,829

 

US$ + 2.695% (3)

 

1 installment in July 2015

 

CPFL Energia guarantee and promissory notes

CPFL Jaguari

                   

Santander

 

53,752

 

36,564

 

US$ + 2.544% (3)

 

1 installment in June 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

-

 

17,122

 

US$ + 2.695% (3)

 

1 installment in July 2015

 

CPFL Energia guarantee and promissory notes

CPFL Mococa

                   

Scotiabank

 

-

 

14,488

 

US$ + 2.695% (3)

 

1 installment in July 2015

 

CPFL Energia guarantee and promissory notes

CPFL Geração

                   

HSBC

 

390,757

 

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

 

14,760

 

10,040

 

US$ + 1.75% (3)

 

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

Paulista Lajeado

                   

Banco Itaú

 

42,862

 

-

 

US$ + 3.196% (4)

 

1 installment in March 2018

 

CPFL Energia guarantee and promissory notes

CPFL Brasil

                   

Scotiabank

 

53,317

 

-

 

US$ + 2.779% (3)

 

1 installment in August 2018

 

CPFL Energia guarantee and promissory notes

                     

Mark to market

 

(312,249)

 

(55,998)

           
                     

Total Foreign Currency - fair value

 

6,940,180

 

3,441,149

           
                     

Borrowing costs(*)

 

(21,618)

 

(20,110)

           
                     

Total - Consolidated

 

14,662,787

 

10,678,376

           
                     

The subsidiaries hold swaps converting the operating cost of currency variation to interest rate variation in reais. corresponding to :

   

(1) 143.85% of CDI

 

(3) 99% to 109% of CDI

           

(2) 95,2% of CDI

 

(4) 109.1% to 119% of CDI

           
                     

Effective rate:

                   

(a) 30% to 40% of CDI

 

(e) 80.1% to 90% of CDI

 

(i) CDI + 0.73%

       

(b) 40.1% to 50% of CDI

 

(f) 100.1% to 110% of CDI

 

(J) Fixed rate 10.57%

       

(c) 60.1% to 70% of CDI

 

(g) 110.1% to 120% of CDI

           

(d) 70.1% to 80% of CDI

 

(h) 120.1% to 130% of CDI

           

 

 (*) In accordance with IAS 39 / CPC 38, this refers to the fundraising costs attributable to issuance of the respective debts.

 

In conformity with CPC 38 and 39 and IAS 32 and 39, the Company and its subsidiaries classified their debts 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 as financial liabilities of borrowings measured at fair value is to compare the effects of recognition of income and expense derived from marking derivatives to market, tied to the borrowings, in order to obtain more relevant and consistent accounting information. At December 31, 2015, the total balance of the borrowings measured at fair value was R$ 6,940,180 (R$ 3,441,149 at December 31, 2014).

Changes in the fair values of these borrowings are recognized in the finance income/cost of the Company and its subsidiaries. Accumulated gains of R$ 312,249 (R$ 55,998 at December 31, 2014) on marking the borrowings to market, less losses of R$ 184,518 (R$25,382 at December 31, 2014) 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$ 127,731 (R$30,616 at December 31, 2014).

 

93


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

The maturities of the principal of borrowings are scheduled as follows:

Maturity

 

Consolidated

2017

 

1,892,991

2018

 

4,289,564

2019

 

2,284,535

2020

 

1,067,028

2021

 

490,809

2022 to 2026

 

1,326,076

2027 to 2031

 

505,856

2032 to 2036

 

18,328

Subtotal

 

11,875,186

Mark to Market

 

(282,980)

Total

 

11,592,206

 

The main indexes used for adjusting borrowings for inflation and the indebtedness profile in local and foreign currency, already considering the effects of the derivative instruments, are as follows:

  

   

Accumulated variation

 

% of debt

Index

 

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014

IGP-M

 

10.54

 

3.69

 

0.50

 

0.69

UMBND

 

47

 

13.27

 

0.49

 

0.53

TJLP

 

6.21

 

5

 

27.67

 

36.50

CDI

 

13.18

 

10.81

 

61.60

 

49.26

Others

         

9.76

 

13.01

           

100.00

 

100.00

 

Main borrowings in the year:

 

94


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

       

 

 

 

 

R$ thousand

 

Company

 

Bank / credit line

 

Total approved

 

Released in 2015

 

Released net of fundraising costs

 

Interest

 

Utilization

                         

Local currency:

                       
                         

Investment:

                       

CPFL Paulista

 

FINEM VII

 

427,716

 

254,119

 

253,161

 

Quarterly

 

Subsidiary's investment plan

CPFL Piratininga

 

FINEM VI

 

194,862

 

135,259

 

134,625

 

Quarterly

 

Subsidiary's investment plan

RGE

 

FINEM VII

 

266,790

 

174,518

 

173,789

 

Quarterly

 

Subsidiary's investment plan

CPFL Santa Cruz

 

FINEM (a)

 

25,360

 

1,264

 

1,264

 

Quarterly

 

Subsidiary's investment plan

CPFL Leste Paulista

 

FINEM (a)

 

13,045

 

1,915

 

1,915

 

Quarterly

 

Subsidiary's investment plan

CPFL Sul Paulista

 

FINEM (a)

 

12,280

 

2,187

 

2,187

 

Quarterly

 

Subsidiary's investment plan

CPFL Jaguari

 

FINEM (a)

 

10,398

 

1,274

 

1,274

 

Quarterly

 

Subsidiary's investment plan

CPFL Mococa

 

Bank credit note - Santander (a)

 

6,119

 

516

 

516

 

Quarterly

 

Subsidiary's investment plan

RGE

 

FINAME (a)

 

746

 

746

 

746

 

Quarterly

 

Subsidiary's investment plan

CPFL Serviços

 

FINAME (a)

 

6,011

 

5,144

 

5,144

 

Quarterly

 

Purchase of vehicles and equipment

CPFL Transmissão Piracicaba

 

FINAME (a)

 

23,824

 

3,020

 

3,020

 

Quarterly

 

Purchase of vehicles and equipment

CPFL ESCO

 

FINAME (a)

 

461

 

461

 

461

 

Quarterly

 

Acquisition of electrical equipment and vehicles

CPFL Renováveis

 

FINEM XXV

 

84,338

 

75,732

 

75,732

 

Monthly

 

Subsidiary's investment plan

CPFL Renováveis

 

FINEM XXVI

 

764,109

 

270,642

 

268,117

 

Monthly

 

Subsidiary's investment plan

                         

Financial institutions:

                       

CPFL Energia

 

Working capital - Bank credit note - Santander (a)

 

300,000

 

300,000

 

294,383

 

With the principal

 

Working capital improvement

CPFL Leste Paulista

 

Working capital - Bank credit note - Banco IBM (a)

 

7,563

 

7,563

 

7,563

 

Semiannual

 

Working capital improvement

CPFL Sul Paulista

 

Working capital - Bank credit note - Banco do Brasil (a)

 

4,791

 

4,791

 

4,791

 

Semiannual

 

Working capital improvement

CPFL Renováveis

 

Votorantim - Promissory notes (a)

 

50,000

 

50,000

 

50,000

 

With the principal

 

Subsidiary's investment plan (SHPs)

       

2,197,667

 

1,288,405

 

1,277,941

       
                         

Foreign currency:

                       
                         

Financial institutions:

                       

CPFL Energia

 

Bank credit notes - Banco Santander (a)

 

200,000

 

200,000

 

200,000

 

With the principal

 

Extend the debt profile

CPFL Energia

 

FRN - Banco Santander (a)

 

187,750

 

187,750

 

187,750

 

With the principal

 

Working capital improvement

CPFL Energia

 

Working capital - Law 4131 - Bradesco (a)

 

149,208

 

149,208

 

147,865

 

With the principal

 

Working capital improvement

CPFL Paulista

 

Working capital - Law 4131 - Bank of Tokyo-Mitsubishi

 

142,735

 

142,735

 

141,308

 

Quarterly

 

Working capital improvement

CPFL Paulista

 

Working capital - Law 4131 - BNP Paribas

 

63,896

 

63,896

 

63,896

 

Semiannual

 

Working capital improvement

CPFL Paulista

 

Working capital - Law 4131 - Citibank

 

156,600

 

156,600

 

156,600

 

Quarterly

 

Working capital improvement

CPFL Paulista

 

Working capital - Law 4131 - HSBC Bank

 

227,673

 

227,673

 

227,673

 

Quarterly

 

Working capital improvement

CPFL Paulista

 

Working capital - Law 4131 - JP Morgan

 

203,771

 

203,771

 

203,771

 

Semiannual

 

Working capital improvement

CPFL Paulista

 

Working capital - Law 4131 - Bank of America Merrill Lynch

 

405,300

 

405,300

 

405,300

 

Quarterly

 

Working capital improvement

CPFL Piratininga

 

Working capital - Law 4131 - BNP Paribas

 

175,714

 

175,714

 

175,714

 

Semiannual

 

Working capital improvement

CPFL Piratininga

 

Working capital - Law 4131 - Citibank

   

169,837

 

169,837

 

Quarterly

 

Working capital improvement

169,837

 

CPFL Piratininga

 

Working capital - Law 4131 - Scotiabank

 

55,440

 

55,440

 

55,440

 

Semiannual

 

Working capital improvement

CPFL Piratininga

 

Working capital - Law 4131 - Bank of America Merrill Lynch (a)

 

124,250

 

124,250

 

124,250

 

Quarterly

 

Working capital improvement

RGE

 

Working capital - Law 4131 - JP Morgan

 

171,949

 

171,949

 

171,949

 

Semiannual

 

Working capital improvement

RGE

 

Working capital - Law 4131 - JP Morgan (a)

 

100,000

 

100,000

 

100,000

 

Semiannual

 

Working capital improvement

CPFL Brasil

 

Working capital - Law 4131 - Scotiabank

 

45,360

 

45,360

 

45,360

 

Semiannual

 

Working capital improvement

Paulista Lajeado

 

Bank credit notes - Banco Itaú (a)

 

35,000

 

35,000

 

35,000

 

Semiannual

 

Working capital improvement

       

2,614,482

 

2,614,482

 

2,611,712

       
                         
       

4,812,149

 

3,902,887

 

3,889,653

       

(a) the agreement has no restrictive covenants

 

Restrictive covenants

BNDES:

95


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Borrowings from the BNDES restrict the subsidiaries CPFL Paulista, CPFL Piratininga, RGE, CERAN and CPFL Telecom to: (i) not paying dividends and interest on capital totaling more than the minimum mandatory dividend laid down by law without after fulfillment of all 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 these subsidiaries, the following ratios:

·         Net indebtedness divided by EBITDA – maximum of 3.5;

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

CPFL Geração

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

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

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

CPFL Telecom

Maintaining, by the Company, the following ratios:

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

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

 

CPFL Renováveis (calculated in indirect subsidiary CPFL Renováveis and its subsidiaries, except when mentioned in each specific item):

FINEM I and FINEM VI

·       Maintaining the debt service coverage ratio “ICSD” (cash balance for the prior 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 2015 and 2014, the subsidiary obtained a waiver from the BNDES for determination of the ICSD for FINEM VI the year ended December 31, 2015 and 2014.

 

FINEM II and FINEM XVIII

·       Restrictions on the payments of dividends if a debt service coverage ratio of 1.0 or more and a general indebtedness ratio of 0.8 or less are not achieved.

FINEM III

·       Maintaining Equity/(Equity + Net Bank Debt) ratio 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.

 

FINEM V

·       Maintaining the debt service coverage ratio at 1.2;

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

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

FINEM VII, FINEM X and FINEM XXIII

·       Maintaining the annual debt service coverage ratio at 1.2;

·       Distribution of dividends limited to the Total Liabilities/ ex-Dividend Equity ratio of less than 2.33.

 

96


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

FINEM IX, FINEM XIII and FINEM XXV

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

FINEM XXVI

·         Maintaining the Debt Service Coverage Ratio of the SPEs. at 1.3 or more after amortization starts;

·         Maintaining the consolidated Debt Service Coverage Ratio at 1.3, or more, determined in the annual consolidated financial statements of the subsidiary Turbina 16 (“T-16”), after amortization starts.

FINEM XI and FINEM XXIV

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

FINEM XII

·       Maintaining the Debt Service Coverage Ratio of the indirect subsidiaries Campo dos Ventos II Energias Renováveis S.A., SPE Macacos Energia S.A., SPE Costa Branca Energia S.A., SPE Juremas Energia S.A. and SPE Pedra Preta Energia S.A. 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 Equity/Total Assets ratio, at 30% or more of the project’s total investment, and a debt service coverage ratio at 1.3 or more during the amortization period;

In June of 2015, the Company obtained from the Brazilian Development Bank (BNDES) waiver of its obligation to calculate the two ratios above in relation to the half ended June 30, 2015.

 

FINEM XV and FINEM XVI

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

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

FINEM XVII

·         Maintaining the debt service coverage ratio at 1.2 or more during the amortization period;

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

 

FINEM XIX, FINEM XX, FINEM XXI and FINEM XXII

·         Maintenance of Debt Service Coverage Ratio of 1.2 or more during the effective period of the agreement;

·         Maintenance of Net Debt/EBITDA ratio of 6.0 or less in 2014, 5.6 in 2015, 4.6 in 2016 and 3.75 in 2017 and thereafter, determined in the consolidated financial statements of CPFL Renováveis during the effective period of the agreement;

·         Maintenance of an Equity/(Equity + Net Debt) ratio of 0.41 or more from 2014 to 2016 and 0.45 in 2017 and thereafter, determined in the consolidated financial statements of CPFL Renováveis, during the effective period of the agreement.

In December 2014, the Company obtained a waiver from the BNDES for calculation of the ICSD  and the Net Debt/EBITDA ratio, fulfillment mandatory for the parent company for the year ended December 31, 2014.

In December 2015, the Company obtained waiver from the BNDES involving the latter’s concurrence with non-fulfillment of the ICSD without acceleration of maturity of the debt being declared in relation to the year ended December 31, 2015.

 

HSBC

 

97


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

·       From 2014, there is the obligation to maintain the Net Debt/ EBITDA ratio of less than 4.50 in June 2014, 4.25 in December 2014, 4.0 in June 2015 and 3.50 in the other half yearly periods until settlement.

 

NIB

·         Maintaining the half-yearly debt service coverage ratio at 1.2;

·         Maintaining an indebtedness ratio of 70% or less;

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

Banco do Brasil

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

 

Foreign currency borrowings - Bank of America Merrill Lynch (except for CPFL Piratininga), J.P Morgan (except for RGE*), Citibank, Morgan Stanley, Scotiabank, Bank of Tokyo Mitsubishi, Santander (except for CPFL Energia), Sumitomo, Mizuho, HSBC and BNP Paribas (Law 4,131)

The foreign currency borrowings taken under Law 4,131 are subject to certain restrictive covenants, and include clauses that require the Company to maintain certain financial ratios within pre-established parameters, calculated semiannually.

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

(*) Loan with balance of R$ 139,466 as at December 31, 2015 and falling due on February 22, 2016.

 

For purposes of determining covenants, the definition of EBITDA for the Company takes into consideration mainly the consolidation of subsidiaries, associates and joint ventures based on the direct or indirect Company’s interest in those companies (for both EBITDA and assets and liabilities).

Various borrowings of the direct and indirect subsidiaries are subject to acceleration of maturities in the event of changes in the Company’s ownership structure or in the ownership 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 control block.

Furthermore, failure to comply with the obligations or restrictions mentioned can result in default in relation to other contractual obligations (cross default), depending on each borrowing 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 Management’s opinion, all restrictive covenants and clauses are adequately complied with at December 31, 2015.

 

 

98


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

( 18 )   DEBENTURES AND INTERESTS ON DEBENTURES

 

     

Consolidated

     

December 31, 2015

 

December 31, 2014

 

Issue

 

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

                                   

CPFL Paulista

                                 

6th Issue

Single series

 

47,292

 

-

 

660,000

 

707,292

 

38,673

 

-

 

660,000

 

698,673

7th Issue

Single series

 

29,546

 

-

 

505,000

 

534,546

 

24,291

 

-

 

505,000

 

529,291

     

76,838

 

-

 

1,165,000

 

1,241,838

 

62,964

 

-

 

1,165,000

 

1,227,964

                                   

CPFL Piratininga

                                 

3rd Issue

Single series

 

-

 

-

 

-

 

-

 

7,571

 

260,000

 

-

 

267,571

6th Issue

Single series

 

7,882

 

-

 

110,000

 

117,882

 

6,446

 

-

 

110,000

 

116,446

7th Issue

Single series

 

13,749

 

-

 

235,000

 

248,749

 

11,304

     

235,000

 

246,304

     

21,631

 

-

 

345,000

 

366,631

 

25,320

 

260,000

 

345,000

 

630,320

                                   

RGE

                                 

6th Issue

Single series

 

35,828

 

-

 

500,000

 

535,828

 

29,298

 

-

 

500,000

 

529,298

7th Issue

Single series

 

9,946

 

-

 

170,000

 

179,946

 

8,177

 

-

 

170,000

 

178,177

     

45,774

 

-

 

670,000

 

715,774

 

37,475

 

-

 

670,000

 

707,475

                                   

CPFL Santa Cruz

                                 

1st Issue

Single series

 

568

 

-

 

65,000

 

65,568

 

480

 

-

 

65,000

 

65,480

                                   

CPFL Brasil

                                 

2nd Issue

Single series

 

2,794

 

-

 

228,000

 

230,794

 

2,346

 

-

 

228,000

 

230,346

                                   

CPFL Geração

                                 

3rd Issue

Single series

 

-

 

-

 

-

 

-

 

7,687

 

264,000

 

-

 

271,687

5th Issue

Single series

 

13,382

 

-

 

1,092,000

 

1,105,382

 

11,236

 

-

 

1,092,000

 

1,103,236

6th Issue

Single series

 

23,531

 

-

 

460,000

 

483,531

 

19,446

 

-

 

460,000

 

479,446

7th Issue

Single series

 

16,770

 

-

 

635,000

 

651,770

 

13,739

 

-

 

635,000

 

648,739

8th Issue

Single series

 

3,153

 

-

 

80,024

 

83,177

 

2,903

 

-

 

72,390

 

75,293

     

56,835

 

-

 

2,267,024

 

2,323,859

 

55,012

 

264,000

 

2,259,390

 

2,578,401

                                   

CPFL Renováveis

                                 

1st Issue - SIIF (*)

1st to 12th series

 

788

 

38,965

 

467,577

 

507,329

 

798

 

36,640

 

476,329

 

513,767

1st Issue - PCH Holding 2

Single series

 

616

 

8,701

 

140,792

 

150,109

 

57,991

 

8,701

 

149,492

 

216,184

1st Issue - Renováveis

Single series

 

6,579

 

43,000

 

365,500

 

415,079

 

5,795

 

21,500

 

408,500

 

435,795

2nd Issue - Renováveis

Single series

 

11,894

 

-

 

300,000

 

311,894

 

9,603

 

-

 

300,000

 

309,603

3rd Issue - Renováveis

Single series

 

4,589

 

-

 

296,000

 

300,589

 

-

 

-

 

-

 

-

1st Issue - WF2

Single series

 

-

 

-

 

-

 

-

 

2,984

 

30,000

 

-

 

32,984

2nd Issue - WF2

Single series

 

-

 

-

 

-

 

-

 

10,582

 

132,000

 

-

 

142,582

1st Issue - DESA

Single series

 

862

 

17,500

 

17,500

 

35,862

 

716

 

-

 

35,000

 

35,716

2nd Issue - DESA

Single series

 

16,487

 

-

 

65,000

 

81,487

 

6,022

 

-

 

65,000

 

71,022

1st Issue - T-16

Single series

 

1,810

 

277,200

 

-

 

279,010

 

-

 

-

 

-

 

-

1st Issue - Campos dos Ventos V

Single series

 

374

 

42,000

 

-

 

42,374

 

-

 

-

 

-

 

-

1st Issue - Santa Úrsula

Single series

 

275

 

30,800

 

-

 

31,075

 

-

 

-

 

-

 

-

     

44,274

 

458,165

 

1,652,369

 

2,154,808

 

94,491

 

228,841

 

1,434,321

 

1,757,653

                                   

Borrowing costs (**)

   

-

 

-

 

(28,842)

 

(28,842)

 

-

 

(766)

 

(30,311)

 

(31,077)

                                   
     

248,714

 

458,165

 

6,363,552

 

7,070,430

 

293,108

 

2,042,075

 

6,136,400

 

8,471,583

 

(*) These debentures can be converted into shares and, therefore, are considered in the calculation of the dilutive effect for earnings per share (note 26)

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

 

 

99


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

Issue

Quantity 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

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 12th series

432,299,666

 

TJLP + 1%

 

TJLP + 1% + 0.6%

 

39 semi-annual installments from 2009

 

Liens

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

 

Assignment of dividends of BVP and PCH Holding

2nd Issue - Renováveis

Single series

300,000

 

114.0% of CDI

 

115.43% of CDI

 

5 annual instalments from June 2017

 

Unsecured

3rd Issue - Renováveis

Single series

29,600

 

117.25% of CDI

 

120.64% of CDI

 

1 installment in May 2020

 

Unsecured

1st Issue - WF2

Single series

12

 

CDI + 1.5%

 

CDI + 1.5%

 

1 installment in March 2015

 

Unsecured

2nd Issue - WF2

Single series

20

 

CDI + 2%

 

CDI + 2%

 

1 installment in November 2015

 

Unsecured

1st Issue - DESA

Single series

20

 

CDI + 1.75%

 

CDI + 1.75%

 

3 semi-annual installments from May de 2016

 

Unsecured

2nd Issue - DESA

Single series

65

 

CDI + 1.34%

 

CDI + 1.34%

 

3 semi-annual installments from April de 2018

 

Unsecured

1st Issue - T-16

Single series

27,720

 

112.75% of CDI

 

116.94% of CDI

 

1 installment in December 2016

 

CPFL Renováveis guarantee

1st Issue - Campos dos Ventos V

Single series

4,200

 

112.75% of CDI

 

116.94% of CDI

 

1 installment in December 2016

 

CPFL Renováveis guarantee

1st Issue - Santa Úrsula

Single series

3,080

 

112.75% of CDI

 

116.94% of CDI

 

1 installment in December 2016

 

CPFL Renováveis guarantee

                     
                     
                     

The Company and its subsidiaries hold swaps that convert the prefixed component of interest on the operation to interest rate variation in reais, corresponding to:

(1) 100.15% to 106.9% of CDI

(2) 107% to 107.9% of CDI

(3) 108% to 108.1% of CDI

 

The maturities of the debentures recognized in noncurrent liabilities are scheduled as follows:

  

Maturity

 

Consolidated

2017

 

1,207,228

2018

 

1,765,358

2019

 

1,910,981

2020

 

667,147

2021

 

445,574

2022 to 2026

 

308,680

2027 to 2031

 

58,585

Total

 

6,363,552

 

Main borrowings during the year

   

 

     

R$ thousand

       

Company

 

Issue

 

Quantity issued

 

Released in 2015

 

Released net of borrowing costs

 

Interest

 

Utilization

CPFL Renováveis - Parent company

 

3rd issue - Single series

 

29,600

 

296,000

 

293,596

 

Semiannual

 

Improvement of the liquidity level and extension of the debt profile

CPFL Renováveis - T-16

 

1st issue - Single series

 

27,720

 

277,200

 

275,659

 

Semiannual

 

Subsidiary's investment plan

CPFL Renováveis - Campo dos Ventos V

 

1st issue - Single series

 

4,200

 

42,000

 

41,757

 

Semiannual

 

Subsidiary's investment plan

CPFL Renováveis - Santa Úrsula

 

1st issue - Single series

 

3,080

 

30,800

 

30,618

 

Semiannual

 

Subsidiary's investment plan

           

646,000

 

641,629

       

 

RESTRICTIVE COVENANTS

 

100


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

The debentures are subject to certain restrictive covenants, which include clauses that require the Company and its subsidiaries to maintain certain financial ratios within pre-established parameters. The main ratios are as follows:

 

CPFL Paulista (6th and 7th issues), CPFL Piratininga (6th and 7th issues), RGE (6th and 7th issues), CPFL Geração (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 Finance Income (Costs) - minimum of 2.25;

 

For purposes of determination of covenants, the definition of EBITDA, in the Company, takes into consideration the consolidation of subsidiaries, associates and joint ventures based on the Company’s interest in those companies (both for EBITDA and assets and liabilities).

 

CPFL Renováveis

The issues of debentures for the year ended December 31, 2015 contain clauses that require the subsidiary CPFL Renováveis to maintain the following financial ratios:

1st Issue of CPFL Renováveis

·         Operating debt service coverage ratio - minimum of 1.00;

·         Debt service coverage ratio - minimum of 1.05;

·         Net indebtedness divided by EBITDA- maximum of 5.6 in 2015, 5.4 in 2016, 4.6 in 2017, 4.0 in 2018 and 2019 and 3.75 from 2020;

·         EBITDA divided by Net finance costs - minimum of 1.75.

The subsidiary obtained approval from the debentureholders for non-compliance with the following:

(i)       Debt Service Coverage ratio related to the calculation of June 2015, through the General Meeting of Debentureholders, held on June 30, 2015;

(ii)     Debt Service Coverage ratio related to the calculation of December 2015, through the General Meeting of Debentureholders held on December 21, 2015.

 

2nd Issue CPFL Renováveis

·         Maintaining a Net Debt/EBITDA ratio maximum of 5.6 in 2015, 5.4 in 2016, 4.6 in 2017, 4.0 in 2018 and 2019 and 3.75 from 2020.

3rd Issue of CPFL Renováveis

·         Net indebtedness divided by EBITDA- maximum of 5.6 in 2015, 5.4 in 2016, 4.6 in 2017, 4.0 in 2018 and 2019 and 3.75 from 2020.

1st issue of the indirect subsidiary PCH Holding 2 S.A:

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

·         Net Debt indebtedness divided by EBITDA maximum of 5.6 in 2015, 5.4 in 2016, 4.6 in 2017, 4.0 in 2018 and 2019 and 3.75 from 2020.

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

1st Issue – T-16 (Turbina 16 Energia):

·         Maintenance of consolidated Net Debt/EBITDA ratio at no more than 5.6 for the year 2015.

1st issue – Campos dos Ventos V Energias Renováveis:

 

101


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

·         Maintenance of consolidated Net Debt/EBITDA ratio at no more than 5.6 for the year 2015.

1st issue – Santa Úrsula Energias Renováveis:

·         Maintenance of consolidated Net Debt/EBITDA ratio at no more than 5.6 for the year 2015.

 

Various debentures of subsidiaries and joint ventures are subject to acceleration of maturities in the event of changes in the Company’s ownership structure or in the ownership 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, except unless at least one of the shareholders (Camargo Corrêa and Previ) remains directly or indirectly in the Company’s controlling block.

 

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

The Management of the Company and its subsidiaries monitor those ratios systematically and constantly for the conditions to be fulfilled. In Management’s opinion, all restrictive covenants and clauses are adequately complied with at December 31, 2015.

 

( 19 )   PRIVATE PENSION PLAN

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:

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

 

 

CPFL Piratininga

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

 

102


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

On April 2, 1998, the Secretariat of Pension Plans – “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:

a) Defined Benefit Plan (“BD”) - in force until March 31, 1998 – 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 until March 31, 1998, in 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.

b) Defined Benefit Plan - in force after March 31, 1998 – defined-benefit type plan, which grants 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.

c) 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 granting of the lifetime income, convertible (or not) into a pension, and accordingly starts to generate actuarial liabilities for the subsidiary.

Additionally, the 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 managed by ELETROCEEE. Only those whose employment 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 hired 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 participate in the same pension plan as CPFL Paulista.

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

 

103


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

19.2 Movements in the defined benefit plans

   

December 31, 2015

   

CPFL
Paulista

 

CPFL Piratininga

 

CPFL
Geração

 

RGE

 

Total
liabilities

Present value of actuarial obligations

 

3,793,259

 

961,329

 

90,609

 

278,985

 

5,124,182

Fair value of plan's assets

 

(3,355,589)

 

(951,021)

 

(80,332)

 

(287,202)

 

(4,674,144)

Present value of net obligations (fair value of assets)

 

437,670

 

10,308

 

10,277

 

(8,217)

 

450,038

Effect of asset ceiling

 

-

 

-

 

-

 

8,217

 

8,217

Net actuarial liability recognized in the statement of financial position

 

437,670

 

10,308

 

10,277

 

-

 

458,255

                     
   

December 31, 2014

   

CPFL
Paulista

 

CPFL Piratininga

 

CPFL
Geração

 

RGE

 

Total
liabilities

Present value of actuarial obligations

 

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 net obligations recognized in the statement of financial position

 

505,140

 

73,383

 

3,261

 

6,264

 

588,048

 

 

 

 

104


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

The movements in the present value of the actuarial obligations and the fair value of the plan’s assets are as follows:

 

   

CPFL
Paulista

 

CPFL Piratininga

 

CPFL
Geração

 

RGE

 

Total
liabilities

Present value of actuarial obligations 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 obligations

 

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): effect of changes in demographic assumptions

 

35,892

 

10,484

 

1,113

 

4,379

 

51,868

Actuarial loss (gain): effect of changes in 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)

Present value of actuarial obligations at December 31, 2014

 

3,820,563

 

986,972

 

88,621

 

279,283

 

5,175,439

Gross current service cost

 

1,183

 

3,733

 

160

 

(131)

 

4,945

Interest on actuarial obligations

 

425,465

 

110,425

 

9,944

 

31,490

 

577,324

Participants' contributions transferred during the year

 

12

 

1,842

 

-

 

611

 

2,465

Actuarial loss (gain): effect of changes in financial assumptions

 

(226)

 

(614)

 

(12)

 

(6)

 

(858)

Actuarial loss (gain): effect of changes in demographic assumptions

 

(98,399)

 

(70,590)

 

(400)

 

(11,884)

 

(181,273)

Benefits paid during the year

 

(355,339)

 

(70,439)

 

(7,704)

 

(20,378)

 

(453,860)

Present value of actuarial obligations at December 31, 2015

 

3,793,259

 

961,329

 

90,609

 

278,985

 

5,124,182

                     
                     
   

CPFL
Paulista

 

CPFL Piratininga

 

CPFL
Geração

 

RGE

 

Total
assets

Fair value of actuarial 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 actuarial assets at December 31, 2014

 

(3,315,422)

 

(913,589)

 

(85,360)

 

(273,019)

 

(4,587,390)

Expected return during the year

 

(375,527)

 

(105,413)

 

(9,691)

 

(31,686)

 

(522,317)

Participants' contributions transferred during the year

 

(12)

 

(1,842)

 

-

 

(611)

 

(2,465)

Sponsors' contributions

 

(81,111)

 

(22,936)

 

(1,687)

 

(7,593)

 

(113,327)

Actuarial loss (gain)

 

61,144

 

22,320

 

8,702

 

5,329

 

97,495

Benefits paid during the year

 

355,339

 

70,439

 

7,704

 

20,378

 

453,860

Fair value of actuarial assets at December 31, 2015

 

(3,355,589)

 

(951,021)

 

(80,332)

 

(287,202)

 

(4,674,144)

 

19.3 Movements in recognized assets and liabilities recognized

The movements in net liability are as follows:

 

   

CPFL
Paulista

 

CPFL Piratininga

 

CPFL
Geração

 

RGE

 

Total
liabilities

Net actuarial liability at December 31, 2013

 

364,085

 

44,895

 

-

 

3,046

 

412,026

Expenses (income) recognized in the statement of profit or loss

 

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): effect of changes in demographic assumptions

 

35,892

 

10,484

 

1,113

 

4,379

 

51,868

Actuarial loss (gain): effect of changes in financial assumptions

 

149,823

 

34,955

 

3,880

 

6,515

 

195,173

Net actuarial liability at December 31, 2014

 

505,140

 

73,383

 

3,261

 

6,264

 

588,048

Other contributions

 

15,171

 

456

 

65

 

20

 

15,712

   

520,311

 

73,839

 

3,326

 

6,284

 

603,760

Total liability

 

520,311

 

73,839

 

3,326

 

6,284

 

603,760

                     

Current

                 

85,374

Noncurrent

                 

518,386

                     
   

CPFL
Paulista

 

CPFL Piratininga

 

CPFL
Geração

 

RGE

 

Total
liabilities

Net actuarial liability at December 31, 2014

 

505,140

 

73,383

 

3,261

 

6,264

 

588,048

Expenses (income) recognized in the statement of profit or loss

 

51,121

 

8,745

 

413

 

(95)

 

60,184

Sponsors' contributions transferred during the year

 

(81,111)

 

(22,936)

 

(1,687)

 

(7,593)

 

(113,327)

Actuarial loss (gain): effect of changes in financial assumptions

 

(226)

 

(614)

 

(12)

 

(6)

 

(858)

Actuarial loss (gain): effect of changes in demographic assumptions

 

(37,254)

 

(48,270)

 

8,302

 

(6,555)

 

(83,777)

Effect of asset ceiling

 

-

 

-

 

-

 

7,984

 

7,984

Net actuarial liability at December 31, 2015

 

437,670

 

10,308

 

10,277

 

-

 

458,255

Other contributions

 

16,149

 

526

 

63

 

127

 

16,865

Total liability

 

453,819

 

10,834

 

10,340

 

127

 

475,120

                     

Current

                 

802

Noncurrent

                 

474,318

 

19.4 Expected contributions and benefits

The expected contributions to the plans for 2016 are shown below:

105


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

2016

CPFL Paulista

62,571

CPFL Piratininga

16,341

CPFL Geração

1,331

RGE

8,345

Total

88,588

 

The subsidiaries negotiated with Fundação Cesp a grace period for payment of the principal of the monthly contributions for the respective plans during the period from September 2015 to August 2017, with resumption of these payments as from September 2017.

 

The expected benefits to be paid by the Fundação CESP and ELETROCEEE in the next 10 years are shown below:

  

 

2016

 

2017

 

2018

 

2019

 

2020 to 2025

 

Total

CPFL Paulista

346,646

 

363,011

 

378,559

 

395,620

 

2,695,839

 

4,179,675

CPFL Piratininga

75,159

 

79,392

 

84,152

 

89,863

 

654,350

 

982,916

CPFL Geração

8,214

 

8,596

 

8,945

 

9,343

 

64,037

 

99,135

RGE

23,026

 

24,697

 

25,965

 

27,382

 

193,557

 

294,627

Total

453,045

 

475,696

 

497,621

 

522,208

 

3,607,783

 

5,556,353

 

At December 31, 2015, the average duration of the defined benefit obligation was 8.3 years for CPFL Paulista, 9.6 years for CPFL Piratininga, 8.4 years for CPFL Geração and 9.1 years for RGE.

 

19.5 Recognition of private pension plan income and expense

The actuary’s estimate of the expenses and/or income to be recognized in 2016 and the income/expense recognized in 2015 and 2014 is as follows:

  

 

2016 Estimated

 

CPFL
Paulista

 

CPFL Piratininga

 

CPFL
Geração

 

RGE

 

Consolidated

Service cost

761

 

2,509

 

68

 

16

 

3,354

Interest on actuarial obligations

458,646

 

117,039

 

10,960

 

33,889

 

620,534

Expected return on plan assets

(407,158)

 

(116,891)

 

(9,742)

 

(35,488)

 

(569,279)

Effect of asset ceiling

-

 

-

 

-

 

1,041

 

1,041

Total expense (income)

52,249

 

2,657

 

1,286

 

(542)

 

55,650

                   
 

2015 Actual

 

CPFL
Paulista

 

CPFL Piratininga

 

CPFL
Geração

 

RGE

 

Consolidated

Service cost

1,183

 

3,733

 

160

 

(131)

 

4,945

Interest on actuarial obligations

425,465

 

110,425

 

9,944

 

31,490

 

577,324

Expected return on plan assets

(375,527)

 

(105,413)

 

(9,691)

 

(31,686)

 

(522,317)

Effect of asset ceiling

-

 

-

 

-

 

232

 

232

Total expense (income)

51,121

 

8,745

 

413

 

(95)

 

60,184

 

The main assumptions taken into consideration in the actuarial calculation at the end of the reporting period were as follows:

 

106


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

  

 

December 31, 2015

 

December 31, 2014

       

Nominal discount rate for actuarial liabilities:

12.67% p.a.

 

11.46% p.a.

Nominal Return Rate on Assets:

12.67% p.a.

 

11.46% p.a.

Estimated Rate of nominal salary increase:

6.79% p.a.

 

8.15% p.a.

Estimated Rate of nominal benefits increase:

0.00% p.a.

 

0.00% p.a.

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

5.00% p.a.

 

5.00% p.a.

General biometric mortality table:

AT-2000 (-10)

 

AT-2000 (-10)

Biometric table for the onset of disability:

Low light

 

Low light

Expected turnover rate:

ExpR_2012**

 

ExpR_2012*

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 experience

     

(**) FUNCESP experience, with aggravation of 40%

     

 

19.6 Plan assets

The following tables show the allocation (by asset segment) of the assets of the CPFL Energia pension plans, at December 31, 2015 and 2014 managed by Fundação CESP and ELETROCEEE. The tables also show the distribution of the guarantee resources established as target for 2016, obtained in light of the macroeconomic scenario in December 2015.

Assets managed by the plans are as follows:

   

Assets managed by Fundação CESP

 

Assets managed by ELETROCEEE

   

CPFL Paulista and 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

   

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

Fixed rate

 

80%

 

75%

 

-

 

-

 

84%

 

78%

 

-

 

-

 

73%

 

61%

 

-

 

-

Federal government bonds

 

57%

 

65%

 

-

 

-

 

54%

 

65%

 

-

 

-

 

56%

 

42%

 

-

 

-

Corporate bonds (financial institutions)

 

5%

 

5%

 

-

 

-

 

10%

 

9%

 

-

 

-

 

4%

 

5%

 

-

 

-

Corporate bonds (non financial institutions)

 

1%

 

1%

 

-

 

-

 

1%

 

2%

 

-

 

-

 

5%

 

8%

 

-

 

-

Multimarket funds

 

16%

 

2%

 

-

 

-

 

19%

 

2%

 

-

 

-

 

8%

 

6%

 

-

 

-

Other fixed income investments

 

1%

 

2%

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Variable income

 

13%

 

18%

 

-

 

-

 

12%

 

18%

 

-

 

-

 

14%

 

24%

 

-

 

-

CPFL Energia's shares

 

5%

 

6%

 

-

 

-

 

4%

 

5%

 

-

 

-

 

-

 

-

 

-

 

-

Investment funds - shares

 

8%

 

12%

 

-

 

-

 

8%

 

13%

 

-

 

-

 

14%

 

24%

 

-

 

-

Structured investments

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

11%

 

14%

 

-

 

-

Equity funds

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

10%

 

12%

 

-

 

-

Real estate funds

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1%

 

1%

 

-

 

-

Multimarket fund

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

1%

 

-

 

-

Real estate

 

-

 

-

 

4%

 

4%

 

-

 

-

 

2%

 

2%

 

-

 

-

 

1%

 

1%

Transactions with participants

 

-

 

-

 

2%

 

2%

 

-

 

-

 

2%

 

2%

 

-

 

-

 

1%

 

1%

Other investments

 

-

 

-

 

1%

 

1%

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Escrow deposits and other

 

-

 

-

 

1%

 

1%

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

   

93%

 

93%

 

7%

 

7%

 

96%

 

96%

 

4%

 

4%

 

98%

 

98%

 

2%

 

2%

 

The plan assets do not include any properties occupied or assets used by the Company. The fair value of the shares stated in line item "Shares of CPFL Energia" in the assets managed by Fundação CESP is R$ 245,380 at December 31, 2015 (R$ 288,061 at December 31, 2014).

 

 

107


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

   

Target for 2016

   

Fundação CESP

 

Fundação ELETROCEEE

   

CPFL Paulista and CPFL Geração

 

CPFL Piratininga

 

RGE

       

Fixed income investments

 

81.0%

 

83.9%

 

81.0%

Variable income investments

 

11.2%

 

9.8%

 

14.0%

Real estate

 

3.9%

 

1.8%

 

1.0%

Transactions with participants

 

1.5%

 

1.8%

 

1.0%

Structured investments

 

0.2%

 

0.3%

 

3.0%

Investments abroad

 

2.1%

 

2.4%

 

0.0%

   

100.0%

 

100.0%

 

100.0%

 

The allocation target for 2016 was based on the recommendations for allocation of assets made at the end of 2015 by Fundação CESP and ELETROCEEE, in their Investment Policy. This target may change at any time during 2016, in 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 also uses ALM.

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 long-term profitability is based on this allocation and on the assumptions of the assets’ profitability.

 

19.7 Sensitivity analysis

The significant actuarial assumptions for determining the defined benefit obligation are discount rate 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.

In the presentation of the sensitivity analysis, the present value of the defined benefit obligation was calculated 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 statement of income, according to CPC 33 / IFRS 19.

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:

  

   

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

Total

                     

Defined benefit plan obligation

 

3,793,259

 

961,329

 

90,609

 

278,985

 

5,124,182

 

Assumptions

 

Assumptions report (A)

 

Increase / (Decrease) (B)

 

Projected (A+B)

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

Increase (decrease) in total defined benefit plan obligation

Nominal discount (p.a.)

 

12.67%

 

-0.25%

 

12.42%

 

79,544

 

23,406

 

1,929

 

6,412

 

111,291

       

0.25%

 

12.92%

 

(76,589)

 

(22,423)

 

(1,855)

 

(6,155)

 

(107,022)

                                 

Life expectancy (years)

 

AT-2000(-10)

 

-1 year

     

(63,988)

 

(12,079)

 

(1,485)

 

(3,659)

 

(81,211)

       

+1 year

     

62,082

 

11,584

 

1,446

 

3,508

 

78,620

 

 

108


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

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-M, IPCA and SELIC, which are the indexes for adjustment of the actuarial liabilities of the Company’s plans (defined benefit plans), representing the matching between assets and liabilities.

Management of the Company’s benefit plans is monitored by the Investment and Pension Plan 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 Fundação CESP investment managers, which occurs at least quarterly.

In addition to controlling market risks by the unplanned divergence methodology, as required by law, Fundação CESP and Fundação ELETROCEEE 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 and Fundação ELETROCEEE’s Investment Policy imposes additional restrictions that, along those established by law, define the percentage of diversification for investments in assets issued or underwritten by the same legal entity.

 

( 20 )   REGULATORY CHARGES

  

 

Consolidated

 

December 31, 2015

 

December 31, 2014

Fee for the use of water resources

2,482

 

1,676

Global reversal reserve - RGR

17,446

 

15,993

ANEEL inspection fee

1,764

 

1,553

Energy development account - CDE

526,196

 

24,570

FUST and FUNTEL

3

 

2

Tariff flags and other

304,127

 

-

Total

852,017

 

43,795

 

Energy development account – CDE: refer to the (i) annual CDE quota for the year 2015 in the amount of R$ 401,347(R$ 24,570 as at December 31, 2014); (ii) quota intended for CDE injection for the period from January 2013 to January 2014 in the amount of R$ 45,618; and (iii) quota intended for injection into the Regulated Contracting Environment (ACR) account for the period from February to December 2014, in the amount of R$ 79,231. The subsidiaries conducted matching of accounts between the amount of CDE payable and the accounts receivable – CDE injection (note 12) as from September 2015, in view of the fact that the Eletrobrás Settlement Receipts in the amount of R$ 814,850 were issued as from September 25, 2015.

Tariff flags and other: refer basically to the amount to be passed on to the Account Centralizing Tariff Flag Resources (“CCRBT”) (note 27.5).

 

 

109


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

( 21 )   TAXES, FEES AND CONTRIBUTIONS

 

 

Consolidated

 

December 31, 2015

 

December 31, 2014

Current

     

ICMS (State VAT)

384,151

 

266,489

PIS (tax on revenue)

33,199

 

15,096

COFINS (tax on revenue)

159,317

 

69,701

IRPJ (corporate income tax)

30,751

 

35,304

CSLL (social contribution on net income)

12,498

 

22,242

Others

33,427

 

27,434

Total

653,342

 

436,267

 

 

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

  

 

Consolidated

 

December 31, 2015

 

December 31, 2014

 

Provision for tax, civil and labor risks

 

Escrow Deposits

 

Provision for tax, civil and labor risks

 

Escrow Deposits

Labor

             

Various

171,989

 

78,345

 

125,641

 

82,857

               

Civil

             

Various

194,530

 

112,909

 

185,741

 

120,696

               

Tax

             

FINSOCIAL

29,917

 

84,092

 

27,585

 

77,576

Income Tax

138,524

 

886,271

 

120,054

 

829,589

Other

15,920

 

63,600

 

23,480

 

51,755

 

184,362

 

1,033,964

 

171,119

 

958,920

               

Other

18,654

 

2,310

 

25,650

 

4

               

Total

569,534

 

1,227,527

 

508,151

 

1,162,477

 

The movements in the provision for tax, civil and labor risks are shown below:

 

 

Consolidated

 

December 31, 2014

 

Addition

 

Reversal

 

Payment

 

Monetary Restatement

 

December 31, 2015

Labor

125,641

 

202,844

 

(63,330)

 

(113,380)

 

20,215

 

171,989

Civil

185,741

 

138,947

 

(53,723)

 

(117,432)

 

40,996

 

194,530

Tax

171,119

 

8,968

 

(2,861)

 

(6,099)

 

13,234

 

184,362

Others

25,650

 

3,255

 

(1,556)

 

(10,601)

 

1,905

 

18,654

 

508,151

 

354,015

 

(121,469)

 

(247,512)

 

76,349

 

569,534

 

 

110


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

The provision for tax, civil and labor risks was based on the assessment of the risks of losing the lawsuits to which the Company and its subsidiaries are parties, where the likelihood of loss is probable in the opinion of the outside legal counselors and the Management of the Company and its subsidiaries.

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

a.     Labor: The main labor lawsuits relate to claims filed by former employees or labor unions for payment of salary adjustments (overtime, salary parity, severance payments and other claims).

 

b.    Civil

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

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

 

c.     Tax

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

Income Tax the provision of R$ 129,907 (R$120,094 at December 31, 2014) recognized by the subsidiary CPFL Piratininga refers to the lawsuit for tax deductibility of CSLL in the determination of corporate income tax - IRPJ.

Other - tax – refer to other lawsuits in progress at the judicial and administrative levels resulting from the subsidiaries' operations, related to tax matters involving INSS, FGTS and SAT.

 

Possible losses

 

The Company and its subsidiaries are parties to other lawsuits in which Management, supported by its external legal counselors, 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. The claims relating to possible losses, at December 31, 2015, were as follows: (i) R$ 659,636 labor (R$ 459,303 at December 31, 2014) related mainly to workplace accidents, hazardous duty premium, overtime, etc.; (ii) R$ 697,242 civil (R$ 481,575 at December 31, 2014) related mainly to bodily injury, environmental impacts and tariff increases; and (iii) R$ 3,600,368 tax (R$ 3,216,981 at December 31, 2014), related mainly to ICMS, FINSOCIAL, PIS and COFINS and Income tax, 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 in the estimated amount of R$ 1,051,363 and (iv) R$ 71,514 regulatory at December 31, 2015 (R$ 39,739 at December 31, 2014).

The possible regulatory loss includes mainly the collection of the system service charge - ESS, established in the CNPE Resolution 3 of March 6, 2013. The total amount of the risk is R$ 31,282, related mainly to the subsidiaries CPFL Brasil (R$ 7,117), CPFL Renováveis (R$ 12,642), Ceran (R$ 9,819) and CPFL Jaguari Geração (Paulista Lajeado) (R$ 2.024).

As regards labor contingencies, the Company informs that there is discussion about the possibility of changing the inflation adjustment index adopted by the Labor Court. Currently there is a decision of the Federal Supreme Court (STF) that suspends the change taken into effect by the Superior Labor Court (TST), which intended to change the index currently adopted by the Labor Court (“TR”), the IPCA-E. The Supreme Court considered that the TST’s decision entailed an unlawful interpretation and was not compliant with the determination of the effects of prior court decisions, violating its competence to decide on a constitutional matter. In view of such decision, and until there is a new decision by the STF, the index currently adopted by the Labor Court (“TR”) remains valid. Accordingly, the management of the Company and its subsidiaries considers the risk of loss as possible and, as this matter still requires definition by the Courts, it is not possible to reliably estimate the amounts involved.

Escrow deposits – income tax: of the total amount of R$ 886,271, R$ 745,903 (R$ 703,073 at December 31, 2014) 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 Fundação CESP, related to the


employees’ pension plan, due to the renegotiation and novation of the debt in that year. In inquiring the Brazilian Federal Revenue (“RFB”), the subsidiary obtained a favorable reply in Note MF/SRF/COSIT/GAB No. 157, of April 9, 1998, and used the tax deductibility of the expense, thereby generating a tax loss in that year. Despite the favorable decision of the Brazilian Federal Revenue (RFB), the subsidiary was challenged by the tax authorities and made escrow deposits. In January 2016, the subsidiary obtained court decisions that authorized the replacement of the escrow deposits by financial guarantees (letter of guarantee and performance bond), for which the withdrawals on behalf of the subsidiary occurred in 2016. There is an appeal by the Office of Attorney-General of the National Treasury in one of the cases, with suspensive effect, which is awaiting judgment by the Federal Regional Court. Based on the updated position of the attorneys handing the case, Management’s opinion is that the risk of loss is possible.

 

111


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

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

 

( 23 )   USE OF PUBLIC ASSET           

 

   

Consolidated

Subsidiary

 

December 31, 2015

 

December 31, 2014

Number of remaining installments

 

Interest rates

CERAN

 

92,851

 

84,992

243

 

IGP-M + 9.6% p.a.

               

Current

 

9,457

 

4,000

     

Noncurrent

 

83,124

 

80,992

     

 

 

( 24 )   OTHER PAYABLES

  

   

Consolidated

   

Current

 

Noncurrent

   

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014

Consumers and concessionaires

 

53,959

 

49,710

 

-

 

-

Energy efficiency program - PEE

 

295,745

 

267,123

 

35,597

 

13,370

Research & Development - P&D

 

84,943

 

105,125

 

36,426

 

12,389

National scientific and technological development fund - FNDCT

 

4,115

 

1,469

 

-

 

-

Energy research company - EPE

 

2,065

 

734

 

-

 

-

Reversion fund

 

-

 

-

 

17,750

 

17,750

Advances

 

141,228

 

85,683

 

10,041

 

23,849

Provision for socio environmental costs and asset retirement

 

-

 

-

 

53,378

 

49,938

Payroll

 

13,136

 

12,232

 

-

 

-

Profit sharing

 

49,227

 

55,659

 

5,099

 

7,413

Collection agreements

 

130,282

 

91,889

 

-

 

-

Guarantees

 

-

 

-

 

28,531

 

31,479

Tariff discounts - CDE

 

54,749

 

35,053

 

-

 

-

Business combination

 

29,935

 

70,419

 

-

 

16,152

Others

 

45,587

 

60,844

 

4,326

 

11,425

Total

 

904,971

 

835,941

 

191,148

 

183,766

 

 

Consumers and concessionaires: refer to liabilities with consumers 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 recognized 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 adjustment for inflation at the SELIC rate, through the date of their realization.

 

112


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

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

Provision for socio environmental costs and asset retirement: refers mainly to provisions recognized by the indirect subsidiary 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 accrued against property, plant and equipment 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 the achievement of operating and financial targets previously established;

(ii)  Long-Term Incentive Program: refer to the Long-Term Incentive Plan for Executives, which involves rewarding the latter with financial resources, based on the behavior of the Company’s shares on the market and expectations for appreciation, as well as the Company’s results, using parametric calculation formulas and granting of Virtual Value Units (UVV). The Plan does not contemplate distributing Company shares to such executives and only uses them for purposes of monitoring the expectations established in the Company’s Long-Term Strategic Plan, likewise approved by the Board of Directors.

The currently effective plan is in effect from 2014 to 2020 and calls for grants relating to 2014, 2015 and 2016. The effective period is thus 6 years, with a grace period of two years for the first conversion of each annual grant. The conversion term for each grant is gradual, in a period of up to 5 years and in 3 conversions (33/33/34%).

The incentive program calls for partial realization, according to the relationship between expected appreciation and that effectively accrued, as per Strategic Plan expectation, there being a minimum expected results trigger, as well as attainment higher than initially projected, limited to 150%.

Tariff discounts – CDE: refer to the difference between the tariff discount granted to consumers and the amounts received via the CDE.

Business acquisition: mainly refer to the amounts recognized by the subsidiary CPFL Renováveis, mainly in relation to the acquisition of noncontrolling interests. This amount is derived from the merger of WF2 (note 13) on October 1, 2014. Before WF2 acquisition by CPFL Renováveis, the acquiree had signed an agreement for the purchase of shares and other covenants from the noncontrolling shareholders of DESA, then holders of 21.14% of the voting and total capital of DESA. Under such agreement, the noncontrolling shareholders undertake to dispose of all their shares at the total amount of R$ 203,000, under the terms and subject to the conditions established in the agreement. The remaining amount of R$ 16,190 outstanding at December 31, 2015 has been paid in five quarterly installments, the last of which paid on January 29, 2016. The amount of each quarterly installment will be adjusted for inflation at the CDI rate, +1.2% a year, calculated on a pro rata basis.

 

( 25 )   EQUITY

The shareholders’ interest in the Company’s equity at December 31, 2015 and 2014 is shown below:

 

113


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

   

Number of shares

   

December 31, 2015

 

December 31, 2014

Shareholders

 

Common shares

 

Interest %

 

Common shares

 

Interest %

BB Carteira Livre I FIA

 

262,698,037

 

26.45

 

288,569,602

 

29.99

Caixa de Previdência dos Funcionários do Banco do Brasil - Previ

 

29,756,032

 

3.00

 

477,700

 

0.05

Camargo Correa S.A.

 

26,764

 

0.00

 

837,860

 

0.09

ESC Energia S.A.

 

234,086,204

 

23.57

 

234,092,930

 

24.33

Bonaire Participações S.A.

 

1,238,334

 

0.12

 

1,200,000

 

0.12

Energia São Paulo FIA

 

146,463,379

 

14.75

 

141,929,430

 

14.75

Fundação Petrobras de Seguridade Social - Petros

 

1,816,119

 

0.18

 

1,759,900

 

0.18

Fundação Sistel de Seguridade Social

 

-

 

-

 

19,500

 

0.00

BNDES Participações S.A.

 

66,914,177

 

6.74

 

64,842,768

 

6.74

Antares Holdings Ltda.

 

16,552,110

 

1.67

 

16,039,720

 

1.67

Brumado Holdings Ltda.

 

35,604,273

 

3.59

 

34,502,100

 

3.59

Members of the Board of Directors

 

-

 

-

 

800

 

0.00

Members of the Executive Board

 

105,672

 

0.01

 

102,300

 

0.01

Other shareholders

 

197,753,114

 

19.91

 

177,899,650

 

18.49

Total

 

993,014,215

 

100.00

 

962,274,260

 

100.00

 

25.1 Approval of capital increase and bonus in shares to be paid to shareholders – AGM/EGM

At the Extraordinary General Meeting of April 29, 2015, a capital increase at CPFL Energia was approved, in order to strengthen the Company’s capital structure, through the capitalization of the Statutory Reserve for Working Capital Improvement in the amount of R$ 554,888, through the issuance of 30,739,955 common shares, which were distributed to shareholders as share bonus, pursuant to Article 169 of Law 6404/76.

 

25.2 Capital reserves

Refer 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, of the subsidiary CPFL Renováveis, as mentioned in note 15.5, amounting to R$ 59,308, as a result of the reduction of the indirect interest in CPFL Renováveis, (iii) effect of the association between CPFL Renováveis and DESA, described in note 13, amounting to R$ 180,297 in 2014, and (iv) other movements with no change of control amounting to R$155. In accordance with ICPC 09 (R2) and IFRS 10 / CPC 36, these effects were recognized as transactions between shareholders, directly in Equity.

 

25.3 Earnings reserves

Comprised of:

i.      Legal reserve, amounting to R$ 694,058;

ii.     Statutory reserve – concession financial asset: the distribution subsidiaries recognize in profit or loss the adjustment to the expected cash flow from the concession financial asset, however its financial realization will occur only upon the indemnity (at the end of the concession). As result, the Company recognizes a statutory reserve – concession financial asset for these amounts, supported by article 194 of Law 6404/76, until their financial realization. This statutory reserve amounts to R$ 585,451 at December 31, 2015 (R$ 330,437 at December 31, 2014).

 

25.4 Accumulated comprehensive income

The accumulated comprehensive income is comprised of:

(i)     Deemed cost: refers to the recognition of the fair value adjustments of the deemed cost of the generating plants' property, plant and equipment, of R$ 457,491;

 

(ii)    Private pension plan: The debt balance of R$ 272,171 refers to the effects recognized directly in comprehensive income, in accordance with IAS 19 / CPC 33 (R2).

 

 

114


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

25.5 Dividends

During the year 2015 the Company declared the amount of R$ 205,423 as mandatory minimum dividends, as required by Law No. 6.404/76.

 

25.6 Allocation of profit for the year

The Company’s bylaws assure shareholders a minimum dividend of 25% of profit for the year, adjusted in accordance with the law.

The proposed allocation of profit for the year is shown below:

 

 

R$ thousand

Profit for the year - Parent company

864,940

Realization of comprehensive income

26,119

Prescribed dividends

5,597

Profit base for allocation

896,656

Legal reserve

(43,247)

Statutory reserve - concession financial asset

(255,013)

Statutory reserve - working capital improvement

(392,972)

Mandatory dividend

(205,423)

 

For this year, considering the current adverse economic scenario and the uncertainties regarding market projections for distribution companies, owing to energy efficiency campaigns and extraordinary increases in tariffs during 2015, Company Management is proposing allocating R$ 392,972 to the Statutory Reserve for Working capital improvement.

 

( 26 )   EARNINGS PER SHARE

Earnings per share – basic and diluted

The calculation of the basic and diluted earnings per share at December 31, 2015 and 2014 was based on the profit attributable to controlling shareholders and the weighted average number of common shares outstanding during the reporting years. For diluted earnings per share, the calculation considered the dilutive effects of instruments convertible into shares, as shown below:

  

   

2015

 

2014

 

Numerator

         

Profit attributable to controlling shareholders

 

864,940

 

949,177

 

Denominator

         

Weighted average number of shares held by shareholders

993,014,215

(**)

993,014,215

(**)

Earnings per share - basic

 

0.87

 

0.96

 
           

Numerator

         

Profit attributable to controlling shareholders

 

864,940

 

949,177

 

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

 

(19,811)

 

(17,265)

 

Profit attributable to controlling shareholders

 

845,129

 

931,912

 
           

Denominator

         

Weighted average number of shares held by shareholders

993,014,215

(**)

993,014,215

(**)

Earnings per share - diluted

 

0.85

 

0.94

 

 

 (*) Proportional to the percentage of the Company’s equity interest in the subsidiary in the respective years.

(**) Considers the event that occurred on April 29, 2015, related to the capital increase through issue of 30,739,955 shares (note 25). In accordance with CPC 41/IAS 33, when there is an increase in the number of shares without an increase in resources, the number of shares is adjusted as if the event had occurred at the beginning of the oldest period presented

 

115


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

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 indirect subsidiary CPFL Renováveis. The calculation of the effects was based on the assumption that these debentures would have been converted into common shares of the subsidiaries at the beginning of each year.

The effects calculated in the denominator of indirect subsidiary CPFL Renováveis for calculation of diluted earnings per share resulting from the subsidiary’s share-based payment plan were considered anti-dilutive in 2015 and 2014. For this reason, these effects were not included in the calculation for each of these two years.

 

( 27 )   NET OPERATING REVENUE

 

 

Consolidated

 

Number of Consumers (*)

 

In GWh (*)

 

R$ thousand

Revenue from Electric Energy Operations

2015

 

2014

 

2015

 

2014

 

2015

 

2014

Consumer class

                     

Residential

6,906,580

 

6,732,715

 

16,164

 

16,501

 

9,833,419

 

6,533,590

Industrial

55,586

 

56,920

 

12,748

 

14,144

 

5,526,967

 

3,871,868

Commercial

473,333

 

483,204

 

9,259

 

9,437

 

5,266,432

 

3,471,225

Rural

245,238

 

243,275

 

2,152

 

2,326

 

750,209

 

496,790

Public Administration

51,359

 

50,538

 

1,278

 

1,295

 

674,530

 

476,557

Public Lighting

10,362

 

9,917

 

1,649

 

1,622

 

573,219

 

315,072

Public Services

8,402

 

8,155

 

1,797

 

1,861

 

879,288

 

566,719

(-) Transfers of revenues from excess demand and excess reactive power

-

 

-

 

-

 

-

 

(79,362)

 

(84,017)

Billed

7,750,860

 

7,584,724

 

45,049

 

47,187

 

23,424,701

 

15,647,804

Own consumption

-

 

-

 

33

 

34

 

-

 

-

Unbilled (net)

-

 

-

 

-

 

-

 

202,726

 

63,142

Emergency Charges - ECE/EAEE

-

 

-

 

-

 

-

 

3

 

2

(-) Transfers of revenues related to network usage charge of the captive consumers

-

 

-

 

-

 

-

 

(8,118,085)

 

(5,464,570)

Electricity sales to final consumers

7,750,860

 

7,584,724

 

45,082

 

47,221

 

15,509,345

 

10,246,379

                       

Furnas Centrais Elétricas S.A.

       

3,026

 

3,026

 

485,846

 

477,775

Other Concessionaires and Licensees

       

10,656

 

9,628

 

2,223,339

 

1,690,711

(-) Transfers of revenues related to network usage charge of the captive consumers

       

-

 

-

 

(46,982)

 

(0)

Spot market energy

       

4,289

 

2,334

 

875,002

 

976,377

Electricity sales to wholesalers

       

17,971

 

14,988

 

3,537,205

 

3,144,864

                       

Revenue due to network usage charge - TUSD - captive consumers

               

8,165,066

 

5,464,570

Revenue due to network usage charge - TUSD - free consumers

               

1,898,138

 

990,815

(-) Transfers of revenue surplus and excess revenue

               

(16,884)

 

(18,045)

Revenue from construction of concession infrastructure

               

1,046,669

 

944,997

Sector financial asset and liability (Note 8)

               

2,506,524

 

910,720

Energy development account - CDE - low-income and other tariff discounts

               

895,538

 

771,018

Other revenues and income

               

367,356

 

341,061

Other operating revenues

               

14,862,408

 

9,405,136

Total gross operating revenue

               

33,908,958

 

22,796,379

Deductions from operating revenue

                     

ICMS

               

(4,686,039)

 

(3,106,928)

PIS

               

(529,322)

 

(335,937)

COFINS

               

(2,438,208)

 

(1,547,783)

ISS

               

(8,204)

 

(7,583)

Global reversal reserve - RGR

               

(2,529)

 

(2,362)

Energy development account - CDE

               

(3,970,013)

 

(271,577)

Research and development and energy efficiency
programs

               

(158,516)

 

(117,683)

PROINFA

               

(90,910)

 

(100,569)

Tariff flags and other

               

(1,796,226)

 

(2)

IPI

               

(100)

 

(10)

FUST and FUNTEL

               

(24)

 

(2)

Other

               

(22,997)

 

-

 

               

(13,703,089)

 

(5,490,436)

 

                     

Net operating revenue

               

20,205,869

 

17,305,942

(*) Information not audited by the independent auditors

 

27.1 Adjustment of revenues from excess demand and excess reactive power

The tariff regulation procedure (Proret), approved by ANEEL Normative Resolution No. 463 of November 22, 2011, determined that revenues 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 would be amortized from the next tariff review. For subsidiary CPFL Piratininga, based on the 4th periodic tariff review cycle, as from May 2015 and for the subsidiaries CPFL Santa Cruz, CPFL Leste Paulista, CPFL Jaguari, CPFL Sul Paulista and CPFL Mococa, as from September 2015, such special obligation began to be amortized and the new amounts resulting from such obligation began to be amortized and the new amounts resulting from capping of demand and excess of reagents began to be appropriated in sector financial assets and liabilities, and they will only be amortized upon ratification of the 5th cycle of periodic tariff revision.

 

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 preliminary injunction relief was granted and the order to account for revenues from


excess demand and excess reactive power as special obligations was suspended. The suspensive effect required by ANEEL in its interlocutory appeal was granted in June 2012 and the preliminary injunction relief originally granted in favor of ABRADEE was suspended. The subsidiaries are awaiting the court’s decision on the final treatment of these revenues. At December 31, 2015, these amounts are accrued under Special Obligations, in compliance with CPC 25 and IAS 37, presented net in concession intangible asset.

 

116


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

27.2 Extraordinary Tariff Review (“RTE”)

On February 27, 2015, the ANEEL approved the result of the Extraordinary Tariff Revision (RTE) in order to re-establish the tariff coverage for electric energy distributors given the significant increase in the CDE quota for 2015 and the cost of purchasing electric energy (Itaipu tariff and exchange variation, and auctions of existing electric power and adjustment). The tariffs resulting from this RTE were in effect from March 2, 2015 up to the date of the next readjustment or tariff revision for each distributor. With respect to subsidiaries CPFL Leste Paulista, CPFL Sul Paulista, CPFL Jaguari, CPFL Mococa and CPFL Santa Cruz, on April 7, 2015, by means of Ratification Resolution No. 1.870, the ANEEL adjusted the result of the RTE of February 27, in order to change the amount of the monthly CDE quotas – energy relating to the ACR account, intended for amortization of credit operations by the CCEE in management of the ACR account. The tariffs resulting from such adjustment or rectification are in effect as from April 8, 2015 up to the date of the next tariff revision for each distributor.

 

The average effects for the distributors’ consumers were:

 

   

Effect perceived by consumers (*)

Subsidiary

 

Total

 

Group A

 

Group B

CPFL Paulista

 

32.28%

 

40.05%

 

27.27%

CPFL Piratininga

 

29.78%

 

40.49%

 

21.47%

RGE

 

37.16%

 

43.46%

 

33.04%

CPFL Santa Cruz

 

5.16%

 

5.70%

 

4.86%

CPFL Leste Paulista

 

14.52%

 

20.06%

 

12.39%

CPFL Jaguari

 

16.80%

 

18.48%

 

13.25%

CPFL Sul Paulista

 

17.02%

 

32.42%

 

9.09%

CPFL Mococa

 

11.81%

 

18.22%

 

9.48%

             

(*) Information not audited by the independent auditors

 

27.3 Periodic tariff review (“RTP”) and Annual tariff adjustment (“RTA”)

  

       

2015

 

2014

Subsidiary

 

Month

 

RTA / RTP

 

Effect perceived by consumers (a)

 

RTA / RTP

 

Effect perceived by consumers (a)

CPFL Paulista

 

April

 

41.45%

 

4,67% (b)

 

17.18%

 

17.23%

CPFL Piratininga

 

October

 

56.29%

 

21,11% (b)

 

19.73%

 

22.43%

RGE

 

June

 

33.48%

 

-3,76% (b)

 

21.82%

 

22.77%

CPFL Santa Cruz

 

February (c)

 

34.68%

 

27.96%

 

14.86%

 

26.00%

CPFL Leste Paulista

 

February (c)

 

20.80%

 

24.89%

 

-7.67%

 

-5.32%

CPFL Jaguari

 

February (c)

 

38.46%

 

45.70%

 

-3.73%

 

3.70%

CPFL Sul Paulista

 

February (c)

 

24.88%

 

28.38%

 

-5.51%

 

0.43%

CPFL Mococa

 

February (c)

 

23.34%

 

29.28%

 

-2.07%

 

-9.53%

 

(a)  Represents the average effect perceived by consumers, as a result of the elimination from the tariff base of financial components that had been added in the prior tariff adjustment (information not audited by the independent auditors).

(b)  Consumer perception in comparison to the Extraordinary Tariff Revision (RTE) described in note 27.3.

(c)  On February 3, 2016, ANEEL changed the RTA date of these subsidiaries, which will now be held on March 22 (note 38.3).

 

117


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

27.4 Energy Development Account - CDE – low income and other tariff discounts

Law 12,783 of January 11, 2013 determined that the amounts related to the low-income subsidy, as well as other tariff discounts shall be fully subsidized by amount from the CDE.

Income of R$ 895,538 was recognized in 2015 (R$ 771,018 in 2014), of which R$ 66,313 for the low-income subsidy (R$ 78,028 in 2014) and R$ 829,225 for other tariff discounts (R$ 692,990 in 2014), against other receivables in line item “Receivables –Energy Development Account – CDE/CCEE” (note 12) and “Payables – CDE” (note 24).

 

27.5 Tariff flags

The system for application of Tariff Flags was created by means of Normative Resolution No. 547/2013, in effect as from January 1, 2015. Such mechanism can reflect the actual cost of the conditions for generation of electric energy in Brazil, mainly related to thermoelectric generation, energy security ESS, hydrologic risk and involuntary exposure of electric energy distributors. A green flag indicates favorable conditions and the tariff does not rise. A yellow flag indicates less favorable conditions, and the red flag is set off in costlier conditions. In the latter cases, the tariff increases R$ 2.50 and R$ 5.50 (before tax effects), respectively, for each 100 KWh consumed, readjusted by means of Ratification Resolution No. REH 1.859/2015 as from March 1, 2015. In addition, as from September 1, 2015, as per REH 1.945/2015, the red flag tariff was altered to R$ 4.50 for every 100 KWh consumed.

In 2015, the distribution subsidiaries billed their consumers the amount of R$ 1,796,226 in terms of Red Flag, recorded in line item "Tariff flags and others”. Out of this amount, after ratification by the ANEEL, R$ 1,297,717 was used to offset part of the sector’s financial assets (note 8), R$ 194,428 was passed on to the Account Centralizing Tariff Banner Resources (“CCRBT”), created by means of Decree No. 8.401/2015 and administered by the CCEE, and R$ 304,079 continues outstanding, recorded under liabilities – regulatory fees (note 20).

Furthermore, the CCRBT, created by means of Decree No. 8.401/2015 and administered by the CCEE, ratified the amount receivable of R$ 90,794 by subsidiary RGE, received in full by December 31, 2015.

 

27.6 Energy development account – CDE

By means of Ratification Resolution No. 1.857 of February 27, 2015, the ANEEL established the definitive annual quotas of the CDE for the year 2015. This quota comprises: (i) annual quota of the CDE – Usage account; and (ii) CDE quota – Energy, related to part of the CDE contributions received by the electric energy distribution concessionaires in the period from January 2013 to January 2014 (note 28), which should be paid by consumers and passed on to the CDE in five years as from the 2015 RTE. In addition, by means of Ratification Resolution No. 1.863 of March 31, 2015, the ANEEL established another quota intended for amortization of the ACR account (note 28), with payment and transfer to the CDE for an average period of five years as from the ordinary tariff process (RTA or RTP) for the year 2015.

 

118


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

( 28 )   COST OF ELECTRIC ENERGY

 

   

Consolidated

   

GWh (*)

 

R$ thousand

Electricity Purchased for Resale

 

2015

 

2014

 

2015

 

2014

Itaipu Binacional

 

10,261

 

10,417

 

2,869,481

 

1,383,604

Spot market

 

2,946

 

5,074

 

724,203

 

3,018,523

PROINFA

 

1,058

 

1,043

 

256,806

 

264,068

Energy purchased through auction in the regulated market and bilateral contracts

 

44,342

 

42,345

 

9,192,868

 

8,837,459

Energy development account - CDE/CCEE

 

-

 

-

 

-

 

(2,340,912)

PIS and COFINS credit

 

-

 

-

 

(1,196,579)

 

(1,005,106)

Subtotal

 

58,607

 

58,879

 

11,846,779

 

10,157,635

                 

Electricity network usage charge

               

Basic network charges

         

847,342

 

727,341

Transmission from Itaipu

         

51,236

 

37,896

Connection charges

         

56,312

 

44,834

Charges for use of the distribution system

         

40,332

 

33,147

System service charges - ESS

         

555,851

 

(326,248)

Reserve energy charges

         

54,762

 

10,898

Energy development account - CDE

         

-

 

(1)

PIS and COFINS credit

         

(140,868)

 

(42,372)

Subtotal

         

1,464,967

 

485,495

                 

Total

         

13,311,747

 

10,643,130

(*) Information not audited by the independent auditors

 

28.1 Amounts from CDE/CCEE – 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 spot market, due largely to allocation of the physical energy and power guarantee quotas and repeal of the plants’ authorization by ANEEL, the distributors’ energy cost increased significantly in 2012, 2013, 2014 and 2015.

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:

(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; and

 

(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$ 2,340,912 was recognized in 2014 as a result of these regulations. During the year 2015, no amounts were received by the subsidiaries in relation to this transfer.

The effects of these items were recognized as a reduction of the cost of electric energy under Amounts from CDE/CCEE against other receivables under Receivables – amounts from CDE/CCEE (note 12), in accordance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance.

In addition to the amounts from CDE, the subsidiaries are receiving, through the CCEE, the financial excess of the Energy Reserve Account - CONER, regulated by REN 613/2014. The amount of R$ 107,827 is recognized in line item "System service charge – ESS" in 2015 (R$ 437,297 in 2014).

The table below shows the summary of the amounts from CDE per distributor controlled by the Company, recognized in 2014:

 

119


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

2014

 

Electricity purchased for resale

 

Electricity network usage charge

 

Total

 

Involuntary exposure

 

Quotas and hydrological risk

 

Electricity purchased - regulated market

 

ESS

 

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

 

2,340,912

 

28.2 Generating Scaling Factor (“GSF”)

The hydroelectric power plants (UHE’s) and some small hydroelectric plants (PCH’s) hooked up to the National Interconnected System (SIN) participate in the Energy Reallocation Mechanism - MRE, which functions as a water risks pool for such plants, since plants generate energy at the command of the National System Operator (ONS) and/or availability of water in the reservoirs. In other words, they have no direct control over the timing and amount of water for generation of energy. Participation in this mechanism is proportional to the Physical Guarantee of each plant, which also constitutes the energy sale contract limit for each plant.

When the group of plants in the MRE generate more energy than the sum of their physical guarantees, denominated Secondary Energy, this excess is settled at the Difference Settlement Price (PLD) and prorated among the participating plants in proportion to their physical guarantees. On the other hand, if the generation of the group of plants is less than the sum of their physical guarantees, there will be a Generating Scaling Factor (“GSF”), with this power deficit also allocated in proportion to the physical guarantee of each plant and thus exposing it to the spot market, with the energy shortfall being valued at the PLD.

In the years from 2005 to 2012, the annual GSF of the MRE was above 100%, thus not burdening the hydroelectric power generators. Beginning in 2013, however, this scenario began to change, and became aggravated in the years 2014 and 2015, when it was below 100% throughout the year.

 

Renegotiation of the Hydrologic Risk

Law No. 13.203 of December 8, 2015 and ANEEL Normative Resolution No. 684 of December 11, 2015, established the conditions for renegotiation of the hydrologic risk for generation of electric energy for the agents participating in the MRE, with effect beginning 2015, attributing distinct rules for the contracts signed in the Regulated Contracting Environment (“ACR”) and the Free Contracting Environment (“ACL”).

Renegotiation of the hydrologic risk of the portion relating to the ACR came about through transfer of the hydrologic (i.e. supply of water in reservoirs) risk to consumers by means of payment of a risk premium by the hydroelectric power generators of R$ 9.50/MWh up to the end of the contracts for sale of electric power or the end of the concession, whichever period is shorter. Payment of this premium and the GSF transfer will go to the CCRBT.

For the portion of the hydrologic risk relating to the ACL, the risk will be mitigating by the purchase of Reserve Energy, with the rights and obligations associated with this acquisition assumed by the hydroelectric power generators. In this case, the risk premium was equal to the price of R$ 2.10/MWh for the energy reserve intended for its use, which will be contributed to the Reserve Energy Account (CONER).

The generators that adhered to the renegotiation should terminate the lawsuits against the grantor of the concessions, and pay a premium of risk related to the transfer of the GSF risk to CCRBT for 2015.

In December 2015, subsidiaries Ceran, CPFL Jaguari Geração (Paulista Lajeado) and CPFL Renováveis, as well as joint ventures ENERCAN and Chapecoense signed on to the renegotiations of their ACR contracts, and also cancelled their lawsuits. Therefore, the hydrologic risks were transferred to the CCRBT.

 

120


 


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

( 29 )   OPERATING COSTS AND EXPENSES

  

 

Parent company

 

Operating Expenses

 

General

 

2015

 

2014

Personnel

19,816

 

18,142

Materials

74

 

28

Third party services

7,209

 

5,050

Depreciation and amortization

170

 

173

Others

2,642

 

2,783

Leases and rentals

121

 

138

Publicity and advertising

142

 

237

Legal, judicial and indemnities

1,686

 

865

Donations, contributions and subsidies

105

 

813

Others

589

 

729

Total

29,911

 

26,175

 

 

 

121


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

Consolidated

 

 

 

 

 

Cost of services rendered to third parties

 

Operating Expenses

 

Total

 

Cost of operation

   

Selling

 

General and administrative

 

Others

 
 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

Personnel

596,021

 

528,056

 

28

 

2

 

123,812

 

110,759

 

219,348

 

213,654

 

-

 

-

 

939,209

 

852,471

Private pension plans

60,184

 

48,165

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

60,184

 

48,165

Materials

123,853

 

102,959

 

1,008

 

1,286

 

5,249

 

4,658

 

9,825

 

8,925

 

-

 

-

 

139,935

 

117,827

Third party services

187,080

 

172,422

 

2,777

 

2,511

 

128,022

 

109,264

 

241,115

 

241,826

 

-

 

-

 

558,994

 

526,022

Depreciation and amortization

870,427

 

767,117

 

-

 

-

 

21,826

 

32,049

 

84,985

 

75,779

 

-

 

-

 

977,238

 

874,946

Cost of infrastructure construction

-

 

-

 

1,045,301

 

942,267

 

-

 

-

 

-

 

-

 

-

 

-

 

1,045,301

 

942,267

Others

69,633

 

53,640

 

(12)

 

(13)

 

185,673

 

145,968

 

308,226

 

233,446

 

357,653

 

328,000

 

921,173

 

761,041

Collection fees

-

 

264

 

-

 

-

 

56,990

 

54,070

 

-

 

-

 

-

 

-

 

56,990

 

54,334

Allowance for doubtful debts

-

 

-

 

-

 

-

 

126,879

 

83,699

 

-

 

-

 

-

 

-

 

126,879

 

83,699

Leases and rentals

31,687

 

29,331

 

-

 

-

 

(4)

 

-

 

16,874

 

15,627

 

-

 

-

 

48,558

 

44,958

Publicity and advertising

339

 

736

 

-

 

-

 

34

 

127

 

9,565

 

17,262

 

-

 

-

 

9,938

 

18,125

Legal, judicial and indemnities

10

 

-

 

-

 

-

 

-

 

-

 

263,453

 

192,464

 

-

 

-

 

263,463

 

192,464

Donations, contributions and subsidies

-

 

-

 

-

 

-

 

16

 

6,579

 

3,418

 

4,204

 

-

 

-

 

3,434

 

10,783

Inspection fee

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

20,894

 

-

 

20,894

Gain (loss) on disposal, retirement and other noncurrent assets

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

16,309

 

20,726

 

16,309

 

20,726

Amortization of concession intangible asset

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

302,665

 

285,018

 

302,665

 

285,018

Financial compensation for use of water resources

13,768

 

14,835

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

13,768

 

14,835

Impairment

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

38,956

 

-

 

38,956

 

-

Others

23,829

 

8,474

 

(12)

 

(13)

 

1,759

 

1,493

 

14,916

 

3,889

 

(277)

 

1,361

 

40,214

 

15,204

Total

1,907,197

 

1,672,359

 

1,049,101

 

946,052

 

464,583

 

402,698

 

863,499

 

773,630

 

357,653

 

328,000

 

4,642,033

 

4,122,739

 

 

122


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

( 30 )  FINANCE INCOME (EXPENSE)

  

 

Parent company

 

Consolidated

 

2015

 

2014

 

2015

 

2014

Finance Income

             

Income from financial investments

72,158

 

116,487

 

472,745

 

430,714

Late payment interest and fines

3

 

-

 

215,923

 

146,992

Adjustment for inflation of tax credits

6,413

 

6,878

 

57,580

 

25,309

Adjustment for inflation of escrow deposits

35

 

15

 

84,683

 

74,500

Adjustment for inflation and exchange rate changes

-

 

-

 

121,609

 

49,144

Adjustment of expected cash flow (note 11)

-

 

-

 

414,800

 

104,642

Discount on purchase of ICMS credit

-

 

-

 

13,027

 

17,382

PIS and COFINS on other finance income

(2,496)

 

0

 

(52,849)

 

-

PIS and COFINS on interest on capital

(6,711)

 

(12,699)

 

(6,941)

 

(12,809)

Adjustments to the concession financial asset (note 8)

-

 

-

 

162,786

 

-

Other

5,451

 

7,175

 

74,685

 

54,563

Total

74,854

 

117,855

 

1,558,047

 

890,436

               

Finance costs

             

Interest on debts

(61,398)

 

(143,039)

 

(1,725,252)

 

(1,542,593)

Adjustment for inflation and exchange rate changes

(30,332)

 

(34)

 

(686,575)

 

(247,591)

Adjustments to the concession financial liability (note 8)

-

 

-

 

(1,573)

 

-

(-) Capitalized interest

-

 

-

 

45,568

 

12,269

Use of public asset

-

 

-

 

(16,028)

 

(10,649)

Others

(6,072)

 

(247)

 

(188,707)

 

(191,325)

Total

(97,802)

 

(143,319)

 

(2,572,567)

 

(1,979,890)

               

Finance expense, net

(22,948)

 

(25,464)

 

(1,014,520)

 

(1,089,454)

 

Interest was capitalized at an average rate of 10.25% p.a. in 2015 (8.12% p.a. in 2014) on qualifying assets, in accordance with CPC 20 (R1) and IAS 23.

In line items of Adjustment for inflation and exchange rate changes, the expense includes the effects of gains of R$ 1,514,439 (R$ 159,653 in 2014) on derivative instruments (note 35).

 

( 31 )   SEGMENT INFORMATION

The segregation of the Company’s operating segments is based on the internal financial information and management structure and is made by type of business: electric energy distribution, electric energy generation (conventional and renewable sources), electric energy commercialization and services rendered activities.

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. Prices charged between segments are based on similar market transactions. Note 1 presents the subsidiaries in accordance with their areas of operation and provides further information on each subsidiary and its business area and segment.

The information segregated by segment is presented below, in accordance with the criteria established by the Company’s Management:

 

 

123


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

2015

Distribution

 

Generation (conventional source)

 

Generation (renewable source)

 

Commerciali-zation

 

Services

 

Others (*)

 

Elimination

 

Total

Net operating revenue

16,551,879

 

572,553

 

1,262,297

 

1,716,348

 

55,547

 

47,246

 

-

 

20,205,869

(-) Intersegment revenues

22,318

 

411,038

 

335,979

 

82,544

 

239,088

 

3,136

 

(1,094,101)

 

-

Income from electric energy service

1,163,426

 

542,738

 

460,772

 

124,933

 

30,617

 

(70,396)

 

-

 

2,252,090

Finance income

1,155,428

 

110,018

 

131,354

 

42,840

 

44,098

 

74,310

 

-

 

1,558,047

Finance cost

(1,278,258)

 

(549,286)

 

(599,303)

 

(38,386)

 

(4,858)

 

(102,477)

 

-

 

(2,572,567)

Profit (loss) before taxes

1,040,597

 

320,354

 

(7,176)

 

129,386

 

69,857

 

(98,563)

 

-

 

1,454,454

Income tax and social contribution

(414,633)

 

(37,570)

 

(49,222)

 

(41,282)

 

(18,232)

 

(18,239)

 

-

 

(579,177)

Profit (loss) for the year

625,964

 

282,783

 

(56,398)

 

88,104

 

51,625

 

(116,802)

 

-

 

875,277

Total assets (**)

22,138,086

 

4,575,230

 

11,868,943

 

714,781

 

317,845

 

917,586

 

-

 

40,532,471

Purchases of PP&E and intangible assets

868,495

 

6,910

 

493,584

 

2,432

 

39,176

 

17,199

 

-

 

1,427,796

Depreciation and amortization

(587,059)

 

(131,969)

 

(540,578)

 

(4,534)

 

(12,633)

 

(3,128)

 

-

 

(1,279,902)

                               

2014

                             

Net operating 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

Finance income

552,918

 

84,884

 

98,991

 

29,543

 

6,380

 

117,720

 

-

 

890,436

Finance cost

(849,774)

 

(482,671)

 

(464,713)

 

(29,104)

 

(10,221)

 

(143,407)

 

-

 

(1,979,890)

Profit (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)

Profit (loss) for the year

844,400

 

107,820

 

(168,087)

 

136,003

 

28,543

 

(62,236)

 

-

 

886,444

Total assets (**)

16,724,269

 

4,414,196

 

11,647,374

 

507,960

 

828,184

 

1,022,454

 

-

 

35,144,436

Purchases of PP&E and 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)

 

(*) Others – refer basically to assets and transactions which are not related to any of the identified segments.

(**) Intangible assets, net of amortization, were allocated to their respective segments. 

 

At December 31, 2015 a loss was recognized for impairment of the assets relating to subsidiaries CPFL Telecom and CPFL Total, in the respective amounts of R$ 33,119 and R$ 5,837, presented in “Others” and "Services" segments, respectively.

 

( 32 )   RELATED_PARTY TRANSACTIONS

The Company’s controlling shareholders are as follows:

·   ESC Energia S.A.

Company controlled by the Camargo Corrêa group, with operations in diversified segments, such as construction, cement, footwear, textiles, aluminum and highway concessions, among others.

·   Energia São Paulo Fundo de Investimento em Ações

Company 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 interest in operating subsidiaries are described in note 1.

Controlling shareholders, associates companies, joint ventures and entities under common control that in some way exercise significant influence over the Company are considered to be related parties.

 

The main transactions are listed below:

a)     Bank balances and short-term investments refer mainly to bank balances and short-term investments with financial institutions, as mentioned in note 5. The Company and its subsidiaries also have an Exclusive Investment Fund.

 

124


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

b)    Borrowings and Debentures and Derivatives - refer to borrowings from financial institutions under the conditions described in notes 17 and 18. The Company is also the guarantor of certain borrowings raised by its subsidiaries and joint ventures, as described in notes 17 and 18.

 

c)     Other Financial Transactions – the expense amounts are bank costs, collection and bookkeeping expenses.

 

d)    Purchase and sale of energy and charges - refer basically 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, when conducted in the free market, are carried out under conditions considered by the Company as similar to market conditions at the time of the trading, according to internal policies previously established by the Company’s management. When conducted in the regulated market, the prices charged are set through mechanisms established by the regulatory authority.

 

e)     Intangible assets, Property, plant and equipment, Materials and Service – refer to the purchase of equipment, cables and other materials for use in distribution and generation activities and contracting of services such as construction and information technology consultancy.

 

f)     Advances – refer to advances for investments in research and development.

 

g)    Intragroup loans – refer to (i) contracts with the joint venture 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 defined for the date of distribution of earnings of the indirect subsidiary to its shareholders and remuneration of 8% p.a. + IGP-M (General Market Price Index).

 

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 usual 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, Chapecoense and ENERCAN the extension of the original maturities of the energy purchase bills, previously from July to December 2015, to January 2016.

The total compensation of key management personnel in 2015, in accordance with CVM Decision 560/2008, was R$ 43,208 (R$ 44,214 in 2014). This amount comprises R$ 44,061 (R$ 39,928 in 2014) in respect of short-term benefits, R$ 1,087 (R$ 1,043 in 2014) of post-employment benefits and a reversal of provision of R$ 1,940 (provision of R$ 3,243 in 2014) for other long-term benefits, and refers to the amount recognized on an accrual basis.

Transactions between related parties involving controlling shareholders, entities under common control or with significant influence and joint ventures are as follows:

 

125


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

 

Consolidated

 

ASSETS

 

LIABILITIES

 

INCOME

 

EXPENSES

 

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014

 

2015

 

2014

 

2015

 

2014

Bank balances and short-term investments

                             

Banco Bradesco S.A.(**)

4,097,770

 

-

 

1

 

-

 

351,086

 

-

 

312

 

-

Banco do Brasil S.A.

126,036

 

161,832

 

-

 

-

 

28,466

 

12,126

 

4

 

2

                               

Borrowings, debentures and derivatives (*)

                             

Banco Bradesco S.A.(**)

-

 

-

 

667,335

 

-

 

-

 

-

 

85,505

 

-

Banco do Brasil S.A.

-

 

-

 

3,727,088

 

4,487,092

 

-

 

-

 

459,889

 

485,400

BNP Paribas (**)

58,478

 

-

 

322,465

 

-

 

-

 

-

 

8,978

 

-

                               

Other financial transactions

                             

Banco Bradesco S.A.(**)

1,344

 

-

 

1,259

 

-

 

166

 

-

 

4,174

 

-

Banco do Brasil S.A.

-

 

-

 

879

 

-

 

80

 

-

 

5,941

 

6,304

                               

Advances

                             

BAESA – Energética Barra Grande S.A.

-

 

-

 

790

 

826

 

-

 

-

 

-

 

-

Foz do Chapecó Energia S.A.

-

 

-

 

1,120

 

1,170

 

-

 

-

 

-

 

-

ENERCAN - Campos Novos Energia S.A.

-

 

-

 

1,377

 

1,436

 

-

 

-

 

-

 

-

EPASA - Centrais Elétricas da Paraiba

-

 

-

 

503

 

526

 

-

 

-

 

-

 

-

                               

Energy purchase and sale and charges

                             

Afluente Transmissão de Energia Elétrica S.A.

-

 

-

 

27

 

40

 

-

 

-

 

1,426

 

1,342

Aliança Geração de Energia S.A

-

 

-

 

1,364

 

-

 

1

 

-

 

34,063

 

-

Arizona 1 Energia Renovável S.A

-

 

-

 

-

 

-

 

-

 

-

 

883

 

826

Baguari I Geração de Energia Elétrica S.A.

-

 

-

 

6

 

5

 

-

 

-

 

268

 

252

Braskem S.A.

-

 

-

 

-

 

-

 

-

 

694

 

-

 

-

Caetite 2 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

810

 

757

Caetité 3 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

817

 

765

Calango 1 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

977

 

914

Calango 2 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

834

 

782

Calango 3 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

977

 

914

Calango 4 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

907

 

848

Calango 5 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

963

 

901

Companhia de Eletricidade do Estado da Bahia – COELBA

655

 

833

 

-

 

-

 

14,491

 

12,606

 

46

 

-

Companhia Energética de Pernambuco - CELPE

587

 

920

 

-

 

-

 

7,062

 

6,304

 

206

 

-

Companhia Energética do Rio Grande do Norte - COSERN

227

 

280

 

-

 

-

 

2,580

 

2,404

 

-

 

1,063

Eldorado Brasil Celulose S.A.

-

 

-

     

-

 

-

 

1,050

 

-

 

-

Companhia Hidrelétrica Teles Pires S.A.

-

 

-

 

1,548

 

-

 

17

 

-

 

29,915

 

-

ELEB Equipamentos Ltda

-

 

-

 

-

 

-

 

4,036

 

-

 

-

 

-

Embraer

-

 

-

 

-

 

-

 

26,615

 

-

 

-

 

-

Energética Águas da Pedra S.A.

-

 

-

 

130

 

117

 

2

 

-

 

4,260

 

3,959

Estaleiro Atlântico Sul S.A.

-

 

-

 

-

 

-

 

19,026

 

7,584

 

-

 

-

Goiás Sul Geração de Enegia S.A.

-

 

-

 

-

 

-

 

-

 

-

 

166

 

155

InterCement Brasil S.A

-

 

-

 

-

 

-

 

1

 

-

 

-

 

-

Itapebi Geração de Energia S.A

-

 

-

 

-

 

-

 

1

 

-

 

-

 

-

Mel 2 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

632

 

617

NC ENERGIA S.A.

-

 

-

 

-

 

-

 

5,336

 

1,837

 

-

 

-

Norte Energia S.A.

1

 

-

 

-

 

-

 

1

 

-

 

-

 

-

Rio PCH I S.A.

-

 

-

 

242

 

217

 

-

 

-

 

8,004

 

7,441

Samarco Mineração S.A.

-

 

-

 

-

 

-

 

1

 

-

 

-

 

-

Santista Jeanswear S/A

-

 

-

 

-

 

-

 

4,491

 

-

 

-

 

-

SE Narandiba S.A.

-

 

-

 

-

 

-

 

-

 

-

 

166

 

142

Serra do Facão Energia S.A. - SEFAC

-

 

-

 

576

 

470

 

-

 

-

 

20,916

 

19,837

Tavex Brasil S.A

-

 

-

 

-

 

-

 

-

 

8,087

 

-

 

-

Termopernambuco S.A.

-

 

-

 

-

 

-

 

3

 

-

 

-

 

-

ThyssenKrupp Companhia Siderúrgica do Atlântico

-

 

-

 

-

 

188

 

37,238

 

557

 

6,965

 

7,056

Vale Energia S.A.

7,843

 

7,371

 

-

 

-

 

92,353

 

87,077

 

-

 

-

Vale S.A.

-

 

-

 

-

 

-

 

-

 

-

 

695

 

7,483

BAESA – Energética Barra Grande S.A.

-

 

-

 

88,441

 

89,202

 

60,080

 

-

 

111,541

 

104,491

Foz do Chapecó Energia S.A.

-

 

1,430

 

142,596

 

172,804

 

4,996

 

16,841

 

330,675

 

318,140

ENERCAN - Campos Novos Energia S.A.

667

 

583

 

140,496

 

154,678

 

23,283

 

6,702

 

244,102

 

226,595

EPASA - Centrais Elétricas da Paraiba

-

 

-

 

19,807

 

28,632

 

15,243

 

24,363

 

168,187

 

214,978

         

 

                   

Intangible assets, property, plant and equipment, materials and service

 

 

                   

Banco Bradesco S.A.(**)

-

 

-

 

2

 

-

 

-

 

-

 

19

 

-

Banco do Brasil S A

-

 

-

 

-

 

-

 

-

 

-

 

170

 

163

BRASKEM Qpar S.A.

-

 

-

 

-

 

-

 

-

 

15

 

-

 

-

CCDI 29 Empreendimento Imobiliário Ltda

-

 

-

 

-

 

-

 

-

 

31,500

 

-

 

-

Companhia de Saneamento Básico do Estado de São Paulo - SABESP

65

 

11

 

42

 

35

 

1,034

 

50

 

31

 

4

Companhia Brasileira de Soluções e Serviços CBSS - Alelo (**)

-

 

-

 

-

 

-

 

-

 

-

 

576

 

-

Companhia de Eletricidade do Estado da Bahia – COELBA

-

 

-

 

-

 

-

 

-

 

-

 

50

 

-

Companhia Energética do Rio Grande do Norte - COSERN

-

 

-

 

-

 

-

 

-

 

19

 

-

 

-

Concessionária do Sistema Anhanguera - Bandeirantes S.A. (**)

-

 

-

 

-

 

-

 

-

 

-

 

9

 

-

Estaleiro Atlântico Sul S.A.

-

 

-

 

-

 

-

 

-

 

12

 

-

 

-

Ferrovia Centro-Atlântica S.A.

-

 

-

 

-

 

-

 

-

 

-

 

22

 

-

HM 14 Empreendimento Imobiliário SPE Ltda

14

 

-

 

-

 

-

 

-

 

-

 

-

 

-

HM Engenharia e Construções S.A.

-

 

-

 

-

 

-

 

272

 

24

 

-

 

-

Indústrias Romi S.A.

-

 

4

 

-

 

-

 

68

 

45

 

-

 

-

InterCement Brasil S.A

-

 

-

 

-

 

-

 

26

 

60

 

-

 

-

Logum Logística S.A.

-

 

-

 

-

 

-

 

55

 

-

 

-

 

-

LUPATECH

-

 

-

 

-

 

-

 

-

 

-

 

2

 

-

Mapfre Seguros Gerais S.A. (**)

-

 

-

 

-

 

-

 

4

 

-

 

1

 

-

MRS Logística S.A

-

 

119

 

-

 

-

 

-

 

119

 

-

 

-

Randon

-

 

-

 

-

 

76

 

-

 

-

 

-

 

76

Rodovias Integradas do Oeste S.A. (**)

-

 

-

 

12

 

-

 

-

 

-

 

-

 

-

Samm - Soc. Atic. Multimídia Ltda (**)

-

 

-

 

-

 

-

 

1,463

 

-

 

-

 

-

Santista Jeanswear S/A (**)

-

 

-

 

-

 

-

 

21

 

-

 

-

 

-

TOTVS S.A.

-

 

-

 

3

 

2

 

-

 

-

 

44

 

70

Ultrafértil S.A

-

 

149

 

-

 

-

 

868

 

226

 

-

 

-

Vale Fertilizantes S.A

39

 

18

 

-

 

-

 

45

 

36

 

-

 

-

BAESA – Energética Barra Grande S.A.

-

 

-

 

-

 

-

 

1,354

 

1,465

 

-

 

-

Foz do Chapecó Energia S.A.

-

 

-

 

-

 

-

 

1,483

 

1,491

 

-

 

-

ENERCAN - Campos Novos Energia S.A.

-

 

-

 

-

 

-

 

1,354

 

1,465

 

-

 

-

EPASA - Centrais Elétricas da Paraíba S.A.

1,104

 

393

 

-

 

-

 

720

 

715

 

-

 

-

                               

Intragroup loans

                             

EPASA - Centrais Elétricas da Paraíba S.A.

76,586

 

94,385

 

-

 

-

 

14,123

 

10,629

 

-

 

-

Noncontrolling shareholder - CPFL Renováveis

7,680

 

6,281

 

-

 

-

 

1,475

 

864

 

-

 

-

                               

Dividends and interest on capital

                             

BAESA – Energética Barra Grande S.A.

20

 

96

 

-

 

-

 

-

 

-

 

-

 

-

Chapecoense Geração S.A.

28,417

 

12,128

 

-

 

-

 

-

 

-

 

-

 

-

ENERCAN - Campos Novos Energia S.A.

30,905

 

24,816

 

-

 

-

 

-

 

-

 

-

 

-

EPASA - Centrais Elétricas da Paraiba

29,933

 

14,891

 

-

 

-

 

-

 

-

 

-

 

-

                               

(*) At value cost

(**) Related parties since 2015

 

126


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - 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

 

2015

 

2014

Noncurrent assets

Fire, lightning, explosion, machinery breakdown, electrical damage and engineering risk

 

8,634,344

 

6,810,183

Transport

National transport

 

319,834

 

299,487

Stored Materials

Fire, lightning, explosion and robbery

 

171,585

 

170,300

Automobiles

Comprehensive cover

 

6,544

 

4,962

Civil Liability

Electric energy distributors

 

118,000

 

168,000

Personnel

Group life and personal accidents

 

202,989

 

193,020

Others

Operational risks and others

 

323,200

 

279,897

Total

   

9,776,496

 

7,925,850

Information not audited by the independent auditors.

       

 

( 34 )      RISK MANAGEMENT

The business of the Company and its subsidiaries comprise mainly the generation, commercialization and distribution of electric energy. As public utilities concessionaires, the activities 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, overseeing the implementation of risk mitigation actions and informing the Board of Directors. It is assisted in this process by: i) the Executive 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 actions taken; ii) the Risk Management and Internal Controls Division, responsible for coordination of the process for risk management, developing and maintaining updated methodologies for Corporate Management of Risks that involve the identification, measurement, monitoring and reporting of risks to which the CPFL Group is exposed.

The risk management policy was established to identify, analyze and address 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 Groups’ 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 Process and Risks Committee to provide guidance for the Internal Audit, Risk Management and Compliance work. The Internal Audit conducts both periodic and “ad hoc” reviews in order to ensure alignment of the processes to guidelines and strategies set by the shareholders and Management.

The Fiscal Council is responsible for, among other attributions, certifying that Management has means to identify the risks on the preparation and disclosure of the financial statements to which the Company is exposed and for monitoring the effectiveness of the control environment.

The main market risk factors affecting the businesses are as follows:

Exchange rate risk: this risk derives from the possibility of the Company and its subsidiaries incurring losses and cash constraints due to fluctuations in exchange rates, increasing the balances of liabilities denominated in foreign currency and portion of the revenue of the joint venture ENERCAN from electric energy sale agreements with annual restatement of part of the tariff based on variation in the US$. The exposure in relation to raising funds in foreign currency is largely covered by contracting swap transactions,


which allowed the Company and its subsidiaries to exchange the original risks of the transaction for the cost of the variation in the CDI. The exposure relating to the revenues of ENERCAN was hedged by contracting a zero-cost collar type of financial instrument, as described in note 35.b.1. The quantification of this risk is presented in note 35. The 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.

 

127


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Interest rate risk: this risk derives from the possibility of the Company and its subsidiaries incurring losses due to fluctuations in interest rates that increase finance costs related to borrowings and debentures. The subsidiaries have tried to increase the number of fixed rate borrowings or borrowings 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 managed by the sales and services segments through norms and guidelines applied in terms of the approval, guarantees required and monitoring of the operations. In the distribution segment, even though it is highly pulverized, the risk is managed through monitoring of defaults, collection measures and cutting off supply. In the generation segment there are contracts under the regulated environment (ACR) and bilateral agreements that call for the posting of guarantees.

Risk of under/overcontracting from distributors: risk inherent to the energy distribution business in the Brazilian market to which the distributors of the CPFL Group and all distributors in the market are exposed. Distributors are prevented from fully passing through the costs of their electric energy purchases in two situations: (i) volume of energy contracted above 105% of the energy demanded by consumers and (ii) level of contracts lower than 100% of such demanded energy. In the first case, the energy contracted above 105% is sold in the CCEE and is not passed through to consumers, that is, in PLD scenarios lower than the purchase price of these contracts, there is a loss for the concession. In the second case, the distributors are required to purchase energy at the PLD amount at the CCEE and do not have guarantees of full pass-through to the consumer tariffs, there is a penalty for insufficiency of contractual guarantee. These situations may be mitigated if the distributors are entitled to exposures or involuntary surpluses.

Market risk of commercialization companies: this risk arises from the possibility of commercialization companies incurring losses due to variations in the spot prices that will value the positions of energy surplus or deficit of its portfolio in the free market.

Risk of energy shortages: the energy sold by 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 their volume, and resulting in losses due to the increase in the cost of purchasing energy or a reduction in revenue due to the introduction of comprehensive electric energy saving programs or other rationing programs, as in 2001.

The conditions for storage of the National Interconnected System (SIN) has improved in recent months, despite the low storage levels in the Northeast sub-system. The improvement in SIN storage conditions, associated with the reduced demand verified in recent months and the availability of thermoelectric power generation, have significantly reduced the likelihood of additional load cuts. 

Risk of acceleration of debts: the Company has borrowing agreements and debentures with restrictive covenants normally applicable to these types of transactions, 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 set 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 tariffs set shall ensure the economic and financial equilibrium of the concession agreement at the time of the tariff review, but could result in lower adjustments than expected by the electric energy distributors.

 

128


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Financial instruments risk management

The Company and its subsidiaries maintain operating and financial policies and strategies to protect the liquidity, safety and profitability of their assets. Accordingly, control and follow-up procedures are in place as regards 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 Luna and Bloomberg software systems 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 speculative derivatives.

 

( 35 )   FINANCIAL INSTRUMENTS

The main financial instruments, classified in accordance with the group’s accounting practices, are:

 

                 

Consolidated

                 

December 31, 2015

 

December 31, 2014

 

Note

 

Category

 

Measurement

 

Level (*)

 

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

Assets

                             

Cash and cash equivalents

5

 

(a)

 

(2)

 

Level 1

 

4,353,488

 

4,353,488

 

2,593,650

 

2,593,650

Cash and cash equivalents

5

 

(a)

 

(2)

 

Level 2

 

1,329,314

 

1,329,314

 

1,763,805

 

1,763,805

Securities

   

(a)

 

(2)

 

Level 1

 

23,633

 

23,633

 

5,324

 

5,324

Derivatives

35

 

(a)

 

(2)

 

Level 2

 

2,269,932

 

2,269,932

 

608,176

 

608,176

Derivatives - Zero-cost collar

35

 

(a)

 

(2)

 

Level 3

 

8,820

 

8,820

 

-

 

-

Concession financial asset - distribution

11

 

(b)

 

(2)

 

Level 3

 

3,483,713

 

3,483,713

 

3,296,837

 

3,296,837

                 

11,468,901

 

11,468,901

 

8,267,792

 

8,267,792

                               

Liabilities

                             

Borrowings - principal and interest

17

 

(c)

 

(1)

 

Level 2 (***)

 

7,725,978

 

6,499,746

 

7,240,164

 

6,266,957

Borrowings - principal and interest

17 (**)

 

(a)

 

(2)

 

Level 2

 

6,936,808

 

6,936,808

 

3,438,212

 

3,438,212

Debentures - Principal and interest

18

 

(c)

 

(1)

 

Level 2 (***)

 

7,070,430

 

6,105,830

 

8,471,583

 

7,997,074

Derivatives

35

 

(a)

 

(2)

 

Level 2

 

31,745

 

31,745

 

13,354

 

13,354

Derivatives - Zero-cost collar

35

 

(a)

 

(2)

 

Level 3

 

2,440

 

2,440

 

-

 

-

                 

21,767,402

 

19,576,570

 

19,163,313

 

17,715,598

(*) Refers to the hierarchy for determination of fair value

(**) As a result of the initial designation of this financial liability, the consolidated financial statements reported a gain of R$ 256,251 in 2015 (R$ 100,193 in 2014)

(***) Only for disclosure purposes, according to CPC 40 (R1) / IFRS 7

Key

               

Category:

     

Measurement:

                 

(a) - Measured at fair value through profit or loss

   

(1) - Measured at amortized cost

             

(b) - Available for sale

     

(2) - Measured at fair value

               

(c) - Other finance liabilities

                             

 

 

The financial instruments for which the carrying amounts approximate the fair values at the end of the reporting period, due to their nature, are:

·       Financial assets: (i) consumers, concessionaires and licensees, (ii) leases, (iii) associates, subsidiaries and parent company, (iv) receivables – amounts from CDE/CCEE, (v) concession financial asset - transmission, (vi) pledges, funds and restricted deposits, (vii) services rendered to third parties, (viii) Collection agreements and (ix) sector financial asset;

 

·       Financial liabilities: (i) trade payables, (ii) regulatory charges, (iii) use of public asset, (iv) consumers and concessionaires, (v) Nacional scientific and technological development fund - FNDCT, (vi) energy research company - EPE, (vii) collection agreement, (viii) reversal fund, (ix) payables for business combination, (x) tariff discount CDE and (xi) sector financial liability.

In addition, in 2015 there were no transfers between hierarchical levels of fair value.

 

a) Valuation of financial instruments

As mentioned in note 4, the fair value of a security corresponds to its maturity value (redemption value) adjusted to present value by the discount factor (relating to the maturity date of the security) obtained from the market interest curve, in Brazilian reais.

 

129


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

O CPC 40 (R1) and IFRS 7 requires the classification in a three-level hierarchy for fair value measurement of financial instruments, based on observable and unobservable inputs related to the valuation of a financial instrument at the measurement date.

O CPC 40 (R1) and IFRS 7 also defines observable inputs as market data obtained from independent sources and unobservable inputs that reflects market assumptions.

The three levels of the fair value hierarchy are:

· Level 1: quoted prices in an active market for identical instruments;

· Level 2: observable inputs 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.

 

As the distribution subsidiaries have classified their concession financial asset as available-for-sale, the relevant factors for fair value measurement are not publicly observable. The fair value hierarchy classification is therefore level 3. The changes between years and the respective gains (losses) in profit for the year of R$ 414,800 (R$ 104,642 in 2014), and the main assumptions are described in note 11.

Additionally, the main assumptions used in the fair value measurement of the zero-cost collar derivative, the fair value hierarchy of which is Level 3, are disclosed in note 35 b.1.

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. As Investco’s shares are not traded on the stock exchange and the main objective of its operations is to generate electric energy for commercialization by the shareholders holding the concession, the Company opted to recognize the investment at cost.

 

b) Derivatives

The Company and its subsidiaries have the policy of using derivatives to reduce their risks of fluctuations 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 rate changes.

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. Furthermore, in 2015 subsidiary CPFL Geração contracted a zero-cost collar (see item b.1 below).

As a large part of the derivatives entered into by the subsidiaries have their terms fully aligned with the hedged debts, 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 (note 17). Other debts with terms different from the derivatives contracted as a hedge continue to be recognized at amortized cost. Furthermore, the Company and its subsidiaries do not adopt hedge accounting for derivative instruments.

At December 31, 2015, the Company and its subsidiaries had the following swap transactions, all traded on the over-the-counter market:

 

130


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

   

Fair values (carrying amounts)

                   

Company / strategy / counterparts

 

Assets

 

Liabilities

 

Fair value, net

 

Values at cost, net

 

Gain (loss) on marking to market

 

Currency / index

 

Maturity range

 

Notional

Derivatives to hedge debts designated at fair value

                             

Exchange rate hedge

                               

CPFL Energia

                               

Santander

 

70,153

 

-

 

70,153

 

70,419

 

(266)

 

dollar

 

February 2016

 

200,000

Santander

 

-

 

(402)

 

(402)

 

1,244

 

(1,646)

 

dollar

 

September 2016

 

187,750

Bradesco

 

-

 

(578)

 

(578)

 

(172)

 

(406)

 

dollar

 

June 2016

 

149,208

   

70,153

 

(981)

 

69,172

 

71,492

 

(2,319)

           
                                 

CPFL Paulista

                               

Bank of America Merrill Lynch

 

154,501

 

-

 

154,501

 

150,005

 

4,496

 

dollar

 

July 2016

 

156,700

Morgan Stanley

 

106,718

 

-

 

106,718

 

107,938

 

(1,220)

 

dollar

 

September 2016

 

85,475

Scotiabank

 

42,946

 

-

 

42,946

 

43,197

 

(252)

 

dollar

 

July 2016

 

49,000

Citibank

 

69,132

 

-

 

69,132

 

77,079

 

(7,947)

 

dollar

 

March 2019

 

117,250

Bank of Tokyo-Mitsubishi

 

68,577

 

-

 

68,577

 

77,152

 

(8,575)

 

dollar

 

March 2019

 

117,400

Bank of America Merrill Lynch

 

64,284

 

-

 

64,284

 

69,553

 

(5,268)

 

dollar

 

September 2018

 

106,020

Bank of America Merrill Lynch

 

72,644

 

-

 

72,644

 

78,536

 

(5,892)

 

dollar

 

March 2019

 

116,600

J.P.Morgan

 

36,320

 

-

 

36,320

 

39,268

 

(2,948)

 

dollar

 

March 2019

 

58,300

J.P.Morgan

 

23,296

 

-

 

23,296

 

26,278

 

(2,982)

 

dollar

 

December 2017

 

51,470

J.P.Morgan

 

21,801

 

-

 

21,801

 

24,813

 

(3,012)

 

dollar

 

December 2017

 

53,100

J.P.Morgan

 

9,187

 

-

 

9,187

 

10,584

 

(1,398)

 

dollar

 

January 2018

 

27,121

HSBC

 

19,696

 

-

 

19,696

 

22,458

 

(2,763)

 

dollar

 

January 2018

 

54,214

HSBC

 

73,843

 

-

 

73,843

 

82,167

 

(8,324)

 

dollar

 

January 2018

 

173,459

J.P.Morgan

 

23,500

 

-

 

23,500

 

26,501

 

(3,000)

 

dollar

 

January 2018

 

67,938

J.P.Morgan

 

22,782

 

-

 

22,782

 

26,867

 

(4,085)

 

dollar

 

January 2019

 

67,613

Citibank

 

56,759

 

-

 

56,759

 

65,880

 

(9,122)

 

dollar

 

January 2020

 

156,600

BNP Paribas

 

15,594

 

-

 

15,594

 

17,958

 

(2,364)

 

euro

 

January 2018

 

63,896

Bank of Tokyo-Mitsubishi

 

37,117

 

-

 

37,117

 

50,467

 

(13,350)

 

dollar

 

February 2020

 

142,735

J.P.Morgan

 

13,490

 

-

 

13,490

 

15,812

 

(2,323)

 

dollar

 

February 2018

 

41,100

Bank of America Merrill Lynch

 

155,157

 

-

 

155,157

 

174,502

 

(19,345)

 

dollar

 

February 2018

 

405,300

Bank of America Merrill Lynch

 

63,912

 

-

 

63,912

 

60,980

 

2,932

 

dollar

 

October 2018

 

329,500

   

1,151,256

 

-

 

1,151,256

 

1,247,997

 

(96,741)

           
                                 

CPFL Piratininga

                               

Scotiabank

 

56,092

 

-

 

56,092

 

56,421

 

(329)

 

dollar

 

July 2016

 

64,000

Santander

 

68,863

 

-

 

68,863

 

70,063

 

(1,199)

 

dollar

 

July 2016

 

100,000

Citibank

 

69,132

 

-

 

69,132

 

77,079

 

(7,947)

 

dollar

 

March 2019

 

117,250

HSBC

 

38,081

 

-

 

38,081

 

41,233

 

(3,152)

 

dollar

 

April 2018

 

55,138

J.P.Morgan

 

38,117

 

-

 

38,117

 

41,236

 

(3,119)

 

dollar

 

April 2018

 

55,138

Citibank

 

60,858

 

-

 

60,858

 

70,954

 

(10,096)

 

dollar

 

January 2020

 

169,838

BNP Paribas

 

42,884

 

-

 

42,884

 

49,385

 

(6,501)

 

euro

 

January 2018

 

175,714

Bank of America Merrill Lynch

 

7,459

 

-

 

7,459

 

7,829

 

(370)

 

dollar

 

July 2016

 

40,000

Bank of America Merrill Lynch

 

10,941

 

-

 

10,941

 

11,807

 

(866)

 

dollar

 

August 2016

 

84,250

Scotiabank

 

4,321

 

-

 

4,321

 

6,480

 

(2,160)

 

dollar

 

August 2017

 

55,440

   

396,748

 

-

 

396,748

 

432,488

 

(35,740)

           
                                 

CPFL Santa Cruz

                               

Santander

 

14,407

 

-

 

14,407

 

14,634

 

(227)

 

dollar

 

June 2016

 

20,000

                                 

CPFL Sul Paulista

                               

Santander

 

15,847

 

-

 

15,847

 

16,098

 

(250)

 

dollar

 

June 2016

 

22,000

                                 

CPFL Jaguari

                               

Santander

 

22,331

 

-

 

22,331

 

22,683

 

(353)

 

dollar

 

June 2016

 

31,000

                                 

CPFL Geração

                               

HSBC

 

149,331

 

-

 

149,331

 

157,133

 

(7,803)

 

dollar

 

March 2017

 

232,520

                                 

RGE

                               

Citibank

 

136,246

 

-

 

136,246

 

142,257

 

(6,011)

 

dollar

 

April 2017

 

128,590

Bank of Tokyo-Mitsubishi

 

29,835

 

-

 

29,835

 

33,215

 

(3,380)

 

dollar

 

April 2018

 

36,270

Bank of Tokyo-Mitsubishi

 

134,314

 

-

 

134,314

 

149,757

 

(15,443)

 

dollar

 

May 2018

 

168,346

Citibank

 

22,352

 

-

 

22,352

 

24,856

 

(2,503)

 

dollar

 

May 2019

 

33,285

HSBC

 

18,077

 

-

 

18,077

 

19,689

 

(1,613)

 

dollar

 

October 2017

 

32,715

J.P.Morgan

 

51,274

 

-

 

51,274

 

58,921

 

(7,647)

 

dollar

 

February 2018

 

171,949

J.P.Morgan

 

28,065

 

-

 

28,065

 

28,246

 

(182)

 

dollar

 

February 2016

 

100,000

   

420,162

 

-

 

420,162

 

456,941

 

(36,779)

           

CPFL Serviços

                               

J.P.Morgan

 

5,250

 

-

 

5,250

 

5,504

 

(254)

 

dollar

 

October 2016

 

9,000

                                 

CPFL Paulista Lajeado

                               

Itaú

 

4,749

 

-

 

4,749

 

6,424

 

(1,675)

 

dollar

 

March 2018

 

35,000

                                 

CPFL Brasil

                               

Itaú

 

2,989

 

-

 

2,989

 

5,367

 

(2,378)

 

dollar

 

August 2018

 

45,360

                                 

Subtotal

 

2,253,222

 

(981)

 

2,252,242

 

2,436,760

 

(184,518)

           
                                 

Derivatives to hedge debts not designated at fair value

                           

Exchange rate hedge

                               

CPFL Geração

                               

Votorantim

 

16,710

 

-

 

16,710

 

16,963

 

(254)

 

dollar

 

December 2016

 

44,282

                                 

Price index hedge

                               

CPFL Geração

                               

Santander

 

-

 

(713)

 

(713)

 

3,104

 

(3,817)

 

IPCA

 

April 2019

 

35,235

J.P.Morgan

 

-

 

(713)

 

(713)

 

3,104

 

(3,817)

 

IPCA

 

April 2019

 

35,235

   

-

 

(1,427)

 

(1,427)

 

6,208

 

(7,635)

           
                                 

Interest rate hedge (1)

                               

CPFL Paulista

                               

Bank of America Merrill Lynch

 

-

 

(6,931)

 

(6,931)

 

(827)

 

(6,105)

 

CDI

 

July 2019

 

660,000

J.P.Morgan

 

-

 

(3,967)

 

(3,967)

 

(305)

 

(3,662)

 

CDI

 

February 2021

 

300,000

Votorantim

 

-

 

(1,291)

 

(1,291)

 

(98)

 

(1,193)

 

CDI

 

February 2021

 

100,000

Santander

 

-

 

(1,351)

 

(1,351)

 

(103)

 

(1,248)

 

CDI

 

February 2021

 

105,000

   

-

 

(13,541)

 

(13,541)

 

(1,333)

 

(12,207)

           

CPFL Piratininga

                               

J.P.Morgan

 

-

 

(1,155)

 

(1,155)

 

(138)

 

(1,017)

 

CDI

 

July 2019

 

110,000

Votorantim

 

-

 

(1,667)

 

(1,667)

 

(124)

 

(1,542)

 

CDI

 

February 2021

 

135,000

Santander

 

-

 

(1,219)

 

(1,219)

 

(90)

 

(1,129)

 

CDI

 

February 2021

 

100,000

   

-

 

(4,041)

 

(4,041)

 

(353)

 

(3,689)

           
                                 

RGE

                               

HSBC

 

-

 

(5,251)

 

(5,251)

 

(626)

 

(4,625)

 

CDI

 

July 2019

 

500,000

Votorantim

 

-

 

(2,283)

 

(2,283)

 

(177)

 

(2,106)

 

CDI

 

February 2021

 

170,000

   

-

 

(7,534)

 

(7,534)

 

(803)

 

(6,731)

           

CPFL Geração

                               

Votorantim

 

-

 

(4,221)

 

(4,221)

 

(241)

 

(3,980)

 

CDI

 

August 2020

 

460,000

                                 
   

 

 

 

 

 

 

 

 

 

           

Subtotal

 

16,710

 

(30,765)

 

(14,055)

 

20,441

 

(34,496)

           
                                 

Other derivatives (2)

                               

CPFL Geração

                               

Itaú

 

2,843

 

(1,830)

 

1,012

 

-

 

1,012

 

dollar

 

September 2020

 

34,858

Votorantim

 

1,989

 

(610)

 

1,379

 

-

 

1,379

 

dollar

 

September 2020

 

34,858

Santander

 

3,989

 

-

 

3,989

 

-

 

3,989

 

dollar

 

September 2020

 

42,100

Subtotal

 

8,820

 

(2,440)

 

6,380

 

-

 

6,380

           
                                 

Total

 

2,278,753

 

(34,185)

 

2,244,567

 

2,457,201

 

(212,634)

           
                                 

Current

 

627,493

 

(981)

                       

Noncurrent

 

1,651,260

 

(33,205)

                       
                                 

For further details on terms and information on debts and debentures, see notes 17 and 18

(1) The interest rate hedge swaps have half-yearly validity, so the notional value reduces according to the amortization of the debt.

(2) The notional for this type of derivative is disclosed in dollar, due its characteristics.

 

131


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - 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 recognized 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 hedged debts. For the years 2015 and 2014, the derivatives resulted in the following impacts on the result, recognized in the line item of finance costs on adjustment for inflation and exchange rate changes:

     

Gain (Loss)

Company

Hedged risk / transaction

 

2015

 

2014

CPFL Energia

Exchange variation

 

71,492

 

-

CPFL Energia

Mark to market

 

(2,319)

 

-

CPFL Paulista

Interest rate variation

 

(2,250)

 

1

CPFL Paulista

Exchange variation

 

843,224

 

96,017

CPFL Paulista

Mark to market

 

(98,738)

 

(21,297)

CPFL Piratininga

Interest rate variation

 

(609)

 

51

CPFL Piratininga

Exchange variation

 

300,652

 

35,808

CPFL Piratininga

Mark to market

 

(32,431)

 

(6,124)

RGE

Interest rate variation

 

(1,321)

 

(28)

RGE

Exchange variation

 

291,612

 

37,585

RGE

Mark to market

 

(29,946)

 

(7,170)

CPFL Geração

Interest rate variation

 

2,600

 

303

CPFL Geração

Exchange variation

 

122,294

 

21,650

CPFL Geração

Mark to market

 

(7,896)

 

(6,221)

CPFL Santa Cruz

Exchange variation

 

9,899

 

2,604

CPFL Santa Cruz

Mark to market

 

(80)

 

(115)

CPFL Leste Paulista

Exchange variation

 

4,596

 

1,453

CPFL Leste Paulista

Mark to market

 

(76)

 

(117)

CPFL Sul Paulista

Exchange variation

 

12,404

 

2,333

CPFL Sul Paulista

Mark to market

 

(83)

 

(163)

CPFL Jaguari

Exchange variation

 

16,616

 

2,146

CPFL Jaguari

Mark to market

 

(63)

 

(160)

CPFL Mococa

Exchange variation

 

2,022

 

427

CPFL Mococa

Mark to market

 

(33)

 

(70)

CPFL Serviços

Exchange variation

 

3,810

 

830

CPFL Serviços

Mark to market

 

(87)

 

(167)

CPFL Telecom

Exchange variation

 

3,204

 

81

CPFL Telecom

Mark to market

 

6

 

(6)

CPFL Paulista Lajeado

Exchange variation

 

4,626

 

-

CPFL Paulista Lajeado

Mark to market

 

(1,675)

 

-

CPFL Brasil

Exchange variation

 

5,367

 

-

CPFL Brasil

Mark to market

 

(2,378)

 

-

     

1,514,439

 

159,653

 

b.1) Zero-cost collar derivative contracted by CPFL Geração

In 2015, subsidiary CPFL Geração contracted US$ denominated put and call options, involving the same financial institution as counterpart, and which on a combined basis are characterized as an operation usually known as zero-cost collar. The contracting of this operation does not involve any kind of speculation, inasmuch as it is aimed at minimizing any negative impacts on future revenues of the joint venture ENERCAN, which has electric energy sale agreements with annual restatement of part of the tariff based on the variation in the US$. In addition, according to Management’s view, the current scenario is favorable for


contracting this type of financial instrument, considering the high volatility implicit in dollar options and the fact that there is no initial cost for same.

 

132


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

The total amount contracted was US$ 111,817, with due dates between October 1, 2015 and September 30, 2020. As at December 31, 2015, the total amount contracted was US$ 107,434, considering the options already settled in the 4th quarter of 2015. The exercise prices of the dollar options vary from R$ 4.20 to R$ 4.40 for the put options and from R$ 5.40 to R$7.50 for the call options.

These options have been measured at fair value in a recurring manner, as required by IAS 39/CPC 38. The fair value of the options that are part of this operation has been calculated based on the following premises:

 

Valuation technique(s) and key information

We used the Black Scholes Option Pricing Model, which aims to obtain the fair price of the options involving the following variables: value of the asset, exercise price of the option, interest rate, term and volatility.

Significant unobservable inputs

Volatility determined based on the average market pricing calculations, future dollar and other variables applicable to this specific transaction, with average variation of 22.9%.

Relationship between unobservable inputs and fair value (sensitivity)

A slight rise in long-term volatility, analyzed on an isolated basis, would result in an insignificant increase in fair value. If the volatility were 10% higher and all the other variables remained constant, the net carrying amount (asset) would decrease by R$ 441, resulting in a net asset of R$ 5,939.

 

Measurement of the fair value of these financial instruments, in the amount of R$ 7,902, of which R$ 10,342 refers to the measurement of the asset instruments and R$ 2,440 to the measurement of liability instruments, has been recognized in the statement of profit or loss for the year in line item Finance income, with no recognition of any effects in Other comprehensive income.

The following table reconciles the opening and closing balances of the call and put options for the year ended December 31, 2015, as required by IFRS 13/CPC 46:

 

 

Consolidated

 

Assets

 

Liabilities

At December 31, 2014

-

 

-

Marked to market

10,342

 

(2,440)

Net cash recipient by repayment of flows

(1,522)

 

-

At December 31, 2015

8,820

 

(2,440)

 

c) Sensitivity analysis

In compliance with CVM Instruction No. 475/2008, 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.

If the risk exposure is considered asset, the risk to be taken into account is a reduction in the pegged indexes, resulting in a negative impact on the results of the Company and its subsidiaries.  Similarly, if the risk exposure is considered liability, the risk is of an increase in the pegged indexes and the consequent negative effect on the results.  The Company and its subsidiaries therefore quantify the risks in terms of the net exposure of the variables (dollar, euro, CDI, IGP-M, IPCA and TJLP), as shown below:

 

 

133


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

c.1)  Exchange rate variation

Considering the level of net exchange rate exposure at December 31, 2015 is maintained, the simulation of the effects by type of financial instrument for three different scenarios would be:

   

Consolidated

   

Exposure
R$ thousand (a)

 

Risk

 

Increase (decrease) R$ thousand

Instruments

     

Currency depreciation (b)

 

Currency appreciation / depreciation of 25% (c)

 

Currency appreciation / depreciation of 50% (c)

Financial liability instruments

 

(6,690,487)

     

(1,019,131)

 

908,274

 

2,835,678

Derivatives - Plain Vanilla Swap

 

6,892,745

     

1,049,940

 

(935,731)

 

(2,921,403)

   

202,259

 

drop of the dollar

 

30,809

 

(27,458)

 

(85,725)

                     

Financial liability instruments

 

(322,465)

     

(49,792)

 

(142,856)

 

(235,920)

Derivatives - Plain Vanilla Swap

 

316,433

     

48,860

 

140,183

 

231,507

   

(6,032)

 

raise of the euro

 

(931)

 

(2,672)

 

(4,413)

                     

Total

 

196,227

     

29,878

 

(30,130)

 

(90,138)

                     
           

Increase R$ thousand

Instruments

 

Exposure
US$ thousand

 

Risk

 

Currency depreciation (b)

 

Currency depreciation of 25% (c)

 

Currency depreciation of 50% (c)

Derivatives - Zero-cost collar

 

107,434

(d)

raise of the dollar

 

(26,870)

 

(65,621)

 

(104,373)

 

(a) The exchange rates considered as of December 31, 2015 were R$ 3.90 per US$ 1.00 and R$ 4.25 per € 1.00.

(b) As per the exchange curves obtained from information made available by the BM&FBOVESPA, with the exchange rate being considered at R$ 4.50 and R$ 4.91, and exchange depreciation at 15.23% and 15.44%, for the US$ and €, respectively.

(c) As required by CVM Instruction No. 475/2008, the percentage increases in the ratios applied refer to the information made available by the BM&FBOVESPA.

(d) Owing to the characteristics of this derivative (zero-cost collar), the notional amount is presented in US$.

 

Based on the net exchange exposure in US$ being an asset, the risk is a drop in the dollar and, therefore, the local exchange rate is appreciated by 25% and 50% in relation to the probable exchange rate. Moreover, since the net exchange exposure in € is a liability, the risk is the rise of the Euro and the local exchange rate is depreciated by 25% and 50% in relation to the probable exchange rate.

 

c.2)  Interest rate variation

Assuming that (i) the scenario of net exposure of the financial instruments indexed to variable interest rates at December 31, 2015 is maintained, and (ii) the respective accumulated annual indexes for 2015 remain stable (CDI 13.18% p.a.; IGP-M 10.54% p.a.; TJLP 6.21% p.a.; IPCA 10.67% p.a.), the effects on the Company’s 2016 financial statements would be a net finance cost of R$ 1,279,878 (CDI R$ 986,888, IGP-M R$ 7,667, TJLP R$ 284,521 and IPCA R$ 802). In the event of fluctuations in the indexes in accordance with the three scenarios described below, the effect on net finance cost would as follows:

   

Consolidated

   

Exposure
R$ thousand

 

Risk

 

Increase (decrease)

Instruments

     

Scenario I (a)

 

Raising index by 25% (b)

 

Raising index by 50% (b)

                     

Financial asset instruments

 

6,160,232

     

161,398

 

404,727

 

648,056

Financial liability instruments

 

(8,601,345)

     

(225,355)

 

(565,108)

 

(904,861)

Derivatives - Plain Vanilla Swap

 

(5,046,654)

     

(132,222)

 

(331,565)

 

(530,908)

   

(7,487,767)

 

raise of the CDI

 

(196,180)

 

(491,946)

 

(787,713)

                     

Financial liability instruments

 

(72,739)

 

raise of the IGP-M

 

2,204

 

838

 

(527)

                     

Financial liability instruments

 

(4,581,666)

 

raise of the TJLP

 

(36,195)

 

(116,374)

 

(196,553)

                     

Financial liability instruments

 

(83,177)

     

1,747

 

(35)

 

(1,817)

Derivatives - Plain Vanilla Swap

 

75,662

     

(1,589)

 

32

 

1,653

   

(7,514)

 

raise of the IPCA

 

158

 

(3)

 

(164)

                     

Total

 

(12,149,686)

     

(230,013)

 

(607,486)

 

(984,958)

 

(a) The CDI, IGP-M, TJLP and IPCA indexes considered of 15,8%, 7,51%, 7%,8,57%, respectively, were obtained from information available in the market.

(b) In compliance with CVM Instruction 475/08, the percentages of increase in indexes were applied to Scenario I indexes.

 

a)     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, 2015, 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.

 

134


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

       

Consolidated

   

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

Trade payables

 

16

     

3,155,024

 

2,826

 

3,361

 

633

 

-

 

-

 

3,161,842

Borrowings - principal and interest

 

17

 

12.31%

 

595,799

 

780,466

 

2,913,815

 

8,654,047

 

4,015,848

 

3,062,584

 

20,022,560

Derivatives

 

35

     

-

 

-

 

981

 

-

 

21,426

 

11,779

 

34,186

Debentures - principal and interest

 

18

 

14.82%

 

92,770

 

126,496

 

1,201,363

 

5,165,248

 

2,758,553

 

899,343

 

10,243,772

Regulatory charges

 

20

     

852,017

 

-

 

-

 

-

 

-

 

-

 

852,017

Use of public asset

 

23

 

15.95%

 

788

 

5,270

 

18,965

 

69,172

 

118,313

 

253,232

 

465,741

Others

 

24

     

28,937

 

163,930

 

27,490

 

-

 

-

 

17,750

 

238,107

Consumers and concessionaires

         

11,307

 

28,907

 

13,745

 

-

 

-

 

-

 

53,959

National scientific and technological development fund - FNDCT

         

955

 

3,161

 

-

 

-

 

-

 

-

 

4,115

Energy research company - EPE

         

485

 

1,580

 

-

 

-

 

-

 

-

 

2,065

Collections agreement

         

-

 

130,282

 

-

 

-

 

-

 

-

 

130,282

Reversal fund

         

-

 

-

 

-

 

-

 

-

 

17,750

 

17,750

Business combination

         

16,190

 

-

 

13,745

 

-

 

-

 

-

 

29,935

Total

         

4,725,334

 

1,078,988

 

4,165,974

 

13,889,100

 

6,914,140

 

4,244,688

 

35,018,225

 

( 36 )   COMMITTMENTS  

The Company’s commitments as regards long-term energy purchase agreements and plant construction projects at December 31, 2015, as follows:

  

Commitments at December 31, 2015

 

Duration

 

Less than 1 year

 

1-3 years

 

4-5 years

 

More than 5 years

 

Total

Energy purchase (except from Itaipu)

 

Up to 30 years

 

7,905,987

 

14,852,772

 

15,589,876

 

59,267,009

 

97,615,644

Energy purchase from Itaipu

 

Up to 30 years

 

2,345,613

 

4,714,829

 

5,010,501

 

23,492,838

 

35,563,781

Energy system service charges

 

Up to 34 years

 

1,062,027

 

2,967,006

 

3,638,288

 

19,717,250

 

27,384,570

GSF renegotiation

 

Up to 25 years

 

46,016

 

-

 

7,166

 

180,995

 

234,177

Power plant construction projects

 

Up to 18 years

 

961,843

 

298,299

 

71

 

-

 

1,260,213

Trade payables

 

Up to 31 years

 

1,333,362

 

945,660

 

226,395

 

538,416

 

3,043,834

Total

     

13,654,849

 

23,778,566

 

24,472,297

 

103,196,508

 

165,102,220

 

 

The power plant construction projects include commitments made basically to construction related to the subsidiaries of the renewable energy segment.

 

( 37 )   NON-CASH TRANSACTION

 

 

Parent Company

 

Consolidated

 

December 31, 2015

 

December 31, 2014

 

December 31, 2015

 

December 31, 2014

Transactions resulting from business combinations

 

 

 

 

 

 

 

Borrowings and debentures

-

 

-

 

-

 

(1,009,877)

Property, plant and equipment acquired in business combination

-

 

-

 

-

 

1,616,999

Intangible asset acquired in business combination, net of tax effects

-

 

-

 

-

 

626,399

Deferred taxes on business combination

-

 

-

 

-

 

(305,259)

Other net assets acquired in business combination

-

 

-

 

-

 

(23,669)

 

-

 

-

 

-

 

904,593

Consideration paid with acquired cash

-

 

-

 

 

 

(70,930)

Consideration transferred through share issue

-

 

-

 

-

 

(833,663)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other transactions

 

 

 

 

 

 

 

Capital increase with reserve

554,888

 

-

 

-

 

-

Capital increase in investees with advance for future capital increase

905,167

 

59,397

 

-

 

-

Advance for future capital increase in subsidiaries

-

 

28,005

 

-

 

-

Provision (reversal) for socio environmental costs capitalized in property, plant and equipment

-

 

-

 

-

 

9,193

Interest capitalized in property, plant and equipment

-

 

-

 

34,212

 

4,225

Interest capitalized in concession intangible asset - distribution infrastructure

-

 

-

 

11,358

 

8,044

Transfer from concession financial concession and intangible assets to property, plant and equipment as result of spin-off of generation activity in distributors

-

 

-

 

-

 

5,828

Transfer between property, plant and equipment and other assets

-

 

-

 

2,928

 

16,430

Realization of noncontrolling interests' capital reserve against receivables

-

 

-

 

-

 

2,189

 

 

135


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

( 38 )   RELEVANT FACT AND EVENT AFTER THE REPORTING PERIOD

38.1        Borrowings

On January 20, 2016, approval was granted by the Board of Directors of subsidiaries CPFL Paulista, CPFL Piratininga, RGE and CPFL Geração for obtaining funds through foreign currency borrowings (with swap at the CDI rate), rural credits, bank credit notes, issue of debentures, assumption of debts, other working capital operations and/or rolling over of debts and current swaps, with maximum term of five years and amounts of up to the following per subsidiary: (i) CPFL Geração: R$ 1,300,000; (ii) CPFL Paulista: R$ 400,000; (iii) CPFL Piratininga: R$ 350,000 and (iv) RGE: R$ 450,000.

38.2  Approval of Tariff Flags

Orders No. 7 of January 5, 2016 and 265 of February 1, 2016 approved the amounts related to the tariff flags of November and December 2015 as follows:

Subsidiary

 

Order No. 7

 

Order No. 265

CPFL Paulista

 

84,813

 

78,667

CPFL Piratininga

 

33,341

 

32,095

CPFL Santa Cruz

 

3,395

 

3,155

CPFL Leste Paulista

 

1,062

 

934

CPFL Sul Paulista

 

1,426

 

1,362

CPFL Jaguari

 

1,854

 

1,703

CPFL Mococa

 

773

 

683

RGE

 

24,237

 

23,642

   

150,901

 

142,241

         

 

38.3        Annual Tariff Readjustment – CPFL Santa Cruz, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Jaguari and CPFL Mococa

On February 2, 2016, ANEEL published Ratification Resolution No. 2.017, extending the effective term of the electric energy tariffs of subsidiaries CPFL Santa Cruz, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Jaguari and CPFL Mococa through March 21, 2016, based on renewal of the concession and alteration of the date of its tariff process from February 3 to March 22 of this year.

38.4        Bonuses in shares paid to shareholders

On March 2016, in order to strengthen the Company’s capital structure, the Company’s management recommended to the Board of Directors that it propose to the General Meeting of Shareholders capitalization of the balance of the statutory reserve for reinforcement of working capital, with issue of new shares in favor of the shareholders.

136


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

Board of Directors

 

MURILO CESAR L.S. PASSOS

Chairman

 

DÉCIO BOTTECHIA JUNIOR

Vice Chairman

 

ALBRECHT CURT REUTER DOMENECH

FRANCISCO CAPRINO NETO

DELI SOARES PEREIRA

LICIO DA COSTA RAIMUNDO

ANA MARIA ELORRIETA

Directors

 

 

 

Executive Board

 

 

WILSON P. FERREIRA JUNIOR

Chief Executive Officer

 

 

GUSTAVO ESTRELLA

Chief Financial

and Investor Relations Officer

 

WAGNER LUIZ SCHNEIDER DE FREITAS

Chief Planning and Business Management Officer

 

LUIS HENRIQUE FERREIRA PINTO

Chief Regulated Operations Officer

 

CARLOS DA COSTA PARCIAS JÚNIOR

Chief Business Development Officer

 

KARIN REGINA LUCHESI

Chief Market Operations Officer

 

 

LUIZ EDUARDO FRÓES DO AMARAL OSORIO

Chief Institutional Relations Officer

 

 

 

Accounting Division

 

 

SERGIO LUIS FELICE

Accounting Director

CT CRC 1SP192767/O-6

 

137


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

INDEPENDENT AUDITORS' REPORT

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

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, 2015 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, 2015, 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).

 

138


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

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, 2015, 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.

The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.

Campinas, March 7, 2016

DELOITTE TOUCHE TOHMATSU

Marcelo Magalhães Fernandes

Auditores Independentes

Engagement Partner

 

 

 

139


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - CPFL Energia S. A

 

REPORT OF THE FISCAL COUNCIL

 

 

The members of the Fiscal Council of CPFL Energia S.A, in the exercise of their legal prerogatives, have reviewed the Management Report and the Financial Statements for 2015 and, in light of the clarifications provided by the Company's Executive Board and the representative of the External Audit and, also, based on the opinion of Deloitte Touche Tohmatsu Auditores Independentes, dated March 7, 2016, are of the opinion that these documents are appropriate to be reviewed and voted on by the Annual General Meeting of Shareholders, to be held on April 29, 2016.

 

 

 

São Paulo, March 16, 2016.

 

 

 

WILLIAM BEZERRA CAVALCANTI FILHO

President

ADALGISO FRAGOSO DE FARIA

Director

MARCELO DE ANDRADE

Director

CARLOS ALBERTO CARDOSO MOREIRA

Director

CELENE CARVALHO DE JESUS

Director

 

 

140


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - 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, 2015;

b)    that reviewed, discussed and agree with the CPFL Energia Financial Statements as of December 31, 2015.

 

Campinas, March 7, 2016.

 

 

Wilson P. Ferreira Junior

Chief Executive Officer

 

 

GUSTAVO ESTRELLA

Chief Financial

and Investor Relations Officer

 

 

WAGNER LUIZ SCHNEIDER DE FREITAS

Chief Planning and Business Management Officer

 

 

LUIS HENRIQUE FERREIRA PINTO

Chief Regulated Operations Officer

 

 

CARLOS DA COSTA PARCIAS JÚNIOR

Chief Business Development Officer

 

 

KARIN REGINA LUCHESI

Chief Market Operations Officer

 

 

LUIZ EDUARDO FRÓES DO AMARAL OSORIO

Chief Institutional Relations Officer

 

140


 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2015 - 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, 2015;

d)    that reviewed, discussed and agree with the CPFL Energia Financial Statements as of December 31, 2015.

 

 

Campinas, March 7, 2016.

 

Wilson P. Ferreira Junior

Chief Executive Officer

 

 

GUSTAVO ESTRELLA

Chief Financial

and Investor Relations Officer

 

 

WAGNER LUIZ SCHNEIDER DE FREITAS

Chief Planning and Business Management Officer

 

 

LUIS HENRIQUE FERREIRA PINTO

Chief Regulated Operations Officer

 

 

CARLOS DA COSTA PARCIAS JÚNIOR

Chief Business Development Officer

 

 

KARIN REGINA LUCHESI

Chief Market Operations Officer

 

 

LUIZ EDUARDO FRÓES DO AMARAL OSORIO

Chief Institutional Relations Officer

 

141

 

 
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 21, 2016
 
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.