cplfs2016_6k.htm - Generated by SEC Publisher for SEC Filing

 


 
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, 2017
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 – 2017 – 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 – 2017 – CPFL Energia S.A.   Version: 1

 

1.     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 – 2017 – CPFL Energia S.A.   Version: 1

 

2.     Address

 

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: ri@cpfl.com.br

 

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: ri@cpfl.com.br

 

 

 

3

 


 
 
Registration Form – 2017 – CPFL Energia S.A.   Version: 1

 

3.     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 – 2017 – CPFL Energia S.A.   Version: 1

 

4.     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 – 2017 – CPFL Energia S.A.   Version: 1

 

5.     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, e-mail: aescriturais@bb.com.br

 

 

6

 


 
 
Registration Form – 2017 – CPFL Energia S.A.   Version: 1

 

 

6.     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: gustavoestrella@cpfl.com.br.

 

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

Date when the officer left the position:

 

 

 

7

 


 
 
Registration Form – 2017 – CPFL Energia S.A.   Version: 1

 

7.     Shareholders’ department

 

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, email: leandrocappa@cpfl.com.br

 

 

 

 

8

 


 
 

 

 

Table of Contents

 

 

Company Data

Capital Composition

1

Cash dividend

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

01/01/2016 to 12/31/2016

8

01/01/2015 to 12/31/2015

9

01/01/2014 to 12/31/2014

10

Statements of Value Added

11

Consolidated Interim 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

01/01/2016 to 12/31/2016

17

01/01/2015 to 12/31/2015

18

01/01/2014 to 12/31/2014

19

Statements of Value Added

20

Management Report

21

Notes to Interim financial statements 

37

Reports

Independent Auditor’s Report - Unqualified

131

Report of the Fiscal Council or Equivalent Body

135

Officers’ Statement on the Financial Statements

136

Officers’ Statement on the Independent Auditor’s Report

137

 

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

 

Capital Composition

 

Number of Shares

(In units)

Closing Date

12/31/2016

Paid-in capital

 

Common

1,017,914,746

Preferred

0

Total

1,017,914,746

Treasury Stock

0

Common

0

Preferred

0

Total

0

 

 

1

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Company Data

Cash dividends

 

Event

Approval

Description

Beginning of payment

Type of share

Class of share

Amount per share

(Reais/share)

RCA

01/05/2017

Dividend

01/20/2017

ON (common shares)

 

0.21788

 

2

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Financial Position – Assets

(In thousands of Brazilian reais – R$)

 

 

 

         

Code

Description

Current Year 12/31/2016

Prior Year 12/31/2015

Prior Year 12/31/2014

1

Total assets

8,908,964

8,948,469

8,318,287

1.01

Current assets

791,016

1,795,763

1,792,189

1.01.01

Cash and cash equivalents

64,973

424,192

799,775

1.01.06

Taxes recoverable

82,836

72,885

49,070

1.01.06.01

Current taxes recoverable

82,836

72,885

49,070

1.01.08

Other current assets

643,207

1,298,686

943,344

1.01.08.03

Others

643,207

1,298,686

943,344

1.01.08.03.01

Other receivables

229

943

977

1.01.08.03.02

Derivatives

-

70,153

-

1.01.08.03.04

Dividends and interest on capital

642,978

1,227,590

942,367

1.02

Noncurrent assets

8,117,948

7,152,706

6,526,098

1.02.01

Long-term assets

250,625

211,432

234,239

1.02.01.06

Deferred taxes

171,073

140,389

150,628

1.02.01.06.02

Deferred tax assets

171,073

140,389

150,628

1.02.01.08

Receivables from related parties

52,582

2,814

12,089

1.02.01.08.02

Receivables from subsidiaries

52,582

2,814

12,089

1.02.01.09

Other noncurrent assets

26,970

68,229

71,522

1.02.01.09.04

Escrow deposits

710

630

546

1.02.01.09.07

Advance for future capital increase

-

52,680

55,157

1.02.01.09.10

Other receivables

26,260

14,919

15,819

1.02.02

Investments

7,866,100

6,940,036

6,290,998

1.02.02.01

Equity interests

7,866,100

6,940,036

6,290,998

1.02.02.01.02

Investments in subsidiaries

7,866,100

6,940,036

6,290,998

1.02.03

Property, plant and equipment

1,199

1,215

843

1.02.03.01

Intangible assets

1,199

1,215

843

1.02.04

Intangible assets

24

23

18

1.02.04.01

Other intangible assets

24

23

18

 

3

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Financial Position – Liabilities and Equity 

(In thousands of Brazilian reais – R$)

     
         

Code

Description

Current Year 12/31/2016

Prior Year 12/31/2015

Prior Year 12/31/2014

2

Total liabilities

8,908,964

8,948,469

8,318,287

2.01

Current liabilities

255,755

1,206,708

1,338,488

2.01.02

Trade payables

3,760

1,157

790

2.01.02.01

Domestic suppliers

3,760

1,157

790

2.01.03

Taxes payable

454

747

1,859

2.01.03.01

Federal taxes

453

747

1,859

2.01.03.01.01

Income tax and social contribution

-

-

1,628

2.01.03.01.02

PIS (tax on revenue)

15

63

1

2.01.03.01.03

COFINS (tax on revenue)

90

391

3

2.01.03.01.04

Other federal taxes

348

293

227

2.01.03.03

Municipal taxes

1

-

-

2.01.03.03.01

Other municipal taxes

1

-

-

2.01.04

Borrowings

15,334

973,252

1,304,406

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

15,334

-

1,304,406

2.01.04.02.01

Debentures

-

-

1,289,386

2.01.04.02.02

Interests on debentures

15,334

-

15,020

2.01.05

Other liabilities

236,207

231,552

31,433

2.01.05.02

Others

236,207

231,552

31,433

2.01.05.02.01

Dividends and interest on capital payable

218,630

212,531

13,555

2.01.05.02.04

Derivatives

-

981

-

2.01.05.02.07

Other liabilities

17,577

18,040

17,878

2.02

Noncurrent liabilities

683,188

67,565

36,264

2.02.01

Borrowings

612,251

-

-

2.02.01.02

Debentures

612,251

-

-

2.02.01.02.01

Debentures

612,251

-

-

2.02.02

Other liabilities

69,929

65,930

35,539

2.02.02.02

Others

69,929

65,930

35,539

2.02.02.02.05

Provision for equity interest losses

19,301

33,969

-

2.02.02.02.08

Other payables

50,628

31,961

35,539

2.02.04

Provisons

1,008

1,635

725

2.02.04.01

Tax, social security, labor and civil provisions

1,008

1,635

725

2.02.04.01.02

Social security and labor provisions

467

1,209

378

2.02.04.01.04

Civil provisions

541

426

347

2.03

Equity

7,970,021

7,674,196

6,943,535

2.03.01

Issued capital

5,741,284

5,348,312

4,793,424

2.03.02

Capital reserves

468,014

468,082

468,082

2.03.04

Earnings reserves

1,995,356

1,672,481

1,536,136

2.03.04.01

Legal reserve

739,103

694,058

650,811

2.03.04.02

Statutory reserve

1,248,433

978,423

885,325

2.03.04.08

Additional dividend proposed

7,820

-

-

2.03.08

Accumulated comprehensive income

(234,633)

185,321

145,893

2.03.08.01

Accumulated comprehensive income

(234,633)

185,321

145,893

 

4

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Individual Financial Statements

Statement of income

(In thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

Code

Description

Current Year

Prior Year

Prior Year

01/01/2016 to 12/31/2016

01/01/2015 to 12/31/2015

01/01/2014 to 12/31/2014

3.01

Revenue from sale of energy and/or services

1,713

1,157

61

3.03

Gross profit

1,713

1,157

61

3.04

Operating income (expenses)

871,501

897,040

985,010

3.04.02

General and administrative expenses

(50,860)

(29,911)

(26,175)

3.04.06

Share of profit (loss) of investees

922,361

926,951

1,011,185

3.05

Profit before finance income (costs) and taxes

873,214

898,197

985,071

3.06

Finance income (costs)

17,184

(22,948)

(25,464)

3.06.01

Finance income

70,878

74,854

117,855

3.06.02

Finance costs

(53,694)

(97,802)

(143,319)

3.07

Profit (loss) before taxes on income

890,398

875,249

959,607

3.08

Income tax and social contribution

10,487

(10,309)

(10,430)

3.08.01

Current

(20,197)

(70)

(23,266)

3.08.02

Deferred

30,684

(10,239)

12,836

3.09

Profit (loss) from continuing operations

900,885

864,940

949,177

3.11

Profit (loss) for the year

900,885

864,940

949,177

3.99.01.01

ON - common shares

0.89

0.85

0.96

3.99.02.01

ON - common shares

0.87

0.83

0.94

 

 

 

5

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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

01/01/2016 to 12/31/2016

01/01/2015 to 12/31/2015

01/01/2014 to 12/31/2014

4.01

Profit for the year

900,885

864,940

949,177

4.02

Other comprehensive income

(394,176)

65,548

(225,720)

4.02.01

Comprehensive income for the year of subsidiaries

(394,176)

65,548

(225,720)

4.03

Comprehensive income for the year

506,709

930,488

723,457

 

 

6

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Cash Flows – Indirect Method

(In thousands of Brazilian reais – R$)

 

 

 

         

Code

Description

Current year
01/01/2016 to
12/31/2016

Prior Year
01/01/2015 to
12/31/2015

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

6.01

Cash flows from operating activities

1,556,255

617,661

1,185,901

6.01.01

Cash generated from operations

11,049

44,553

91,513

6.01.01.01

Profit for the year, including income tax and social contribution

890,398

875,250

959,607

6.01.01.02

Depreciation and amortization

193

169

173

6.01.01.03

Provision for tax, civil and labor risks

425

1,497

640

6.01.01.04

Interest on debts, inflation adjusment and exchange rate changes

42,395

94,588

142,278

6.01.01.10

Share of profit (loss) of investees

(922,362)

(926,951)

(1,011,185)

6.01.02

Changes in assets and liabilities

1,545,206

573,108

1,094,388

6.01.02.02

Taxes recoverable

3,261

(12,350)

1,564

6.01.02.03

Escrow deposits

(37)

(48)

(444)

6.01.02.06

Dividends and interest on capital received

1,606,073

627,014

1,248,982

6.01.02.09

Other operating assets

(10,033)

933

(411)

6.01.02.10

Trade payables

2,603

366

(336)

6.01.02.12

Tax, civil and labor risks paid

(1,115)

(674)

(209)

6.01.02.14

Income tax and social contribution paid

(27,117)

(2,172)

(21,463)

6.01.02.16

Interest paid on debts

(45,470)

(36,858)

(138,599)

6.01.02.17

Other taxes and social contributions

(1,162)

804

(389)

6.01.02.19

Other operating liabilities

18,203

(3,907)

5,693

6.02

Net cash generated by (used in) investing activities

(1,426,698)

(532,392)

(389,988)

6.02.01

Purchases of property, plant and equipment

(573)

(535)

-

6.02.02

Securities, pledges and restricted deposits

(200)

-

-

6.02.04

Purchases of intangible assets

-

(12)

(13)

6.02.08

Intragroup loans

(41,405)

10,845

(2,822)

6.02.09

Advance for future capital increase

(1,384,520)

(52,680)

(27,153)

6.02.10

Capital increase in existing investment

-

(490,010)

(360,000)

6.03

Net cash generated by (used in) financing activities

(488,776)

(460,853)

(986,810)

6.03.01

Borrowings and debentures raised

609,060

829,997

-

6.03.02

Repayment of principal of borrowings and debentures

(888,408)

(1,290,000)

-

6.03.03

Dividends and interest on capital paid

(204,717)

(850)

(986,810)

6.03.06

Repayment of derivative instruments

(4,711)

-

-

6.05

Increase (decrease) in cash and cash equivalents

(359,219)

(375,584)

(190,897)

6.05.01

Cash and cash equivalents at the beginning of the year

424,192

799,775

990,672

6.05.02

Cash and cash equivalents at the end of the year

64,973

424,191

799,775

 

 

 

 

 

7

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Changes in Equity – from January 1, 2016 to December 31, 2016

 

(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

5,348,312

468,082

1,672,481

-

185,320

7,674,195

5.03

Adjusted opening balances

5,348,312

468,082

1,672,481

-

185,320

7,674,195

5.04

Capital transactions with shareholders

392,972

(68)

(385,152)

(218,636)

-

(210,884)

5.04.01

Capital increase

392,972

-

(392,972)

-

-

-

5.04.08

Prescribed dividend

-

-

-

3,144

-

3,144

5.04.09

Dividend proposal approved

-

-

-

(213,960)

-

(213,960)

5.04.10

Dividend proposed

-

-

7,820

(7,820)

-

-

5.04.13

Capital increase in subsidiaries with no change in control

-

(68)

-

-

-

(68)

5.05

Total comprehensive income

-

-

-

900,886

(394,175)

506,710

5.05.01

Profit for the year

-

-

-

900,886

-

900,885

5.05.02

Other comprehensive income

-

-

-

-

(394,175)

(394,175)

5.06

Internal changes in equity

-

-

708,027

(682,250)

(25,778)

-

5.06.01

Recognition of reserves

-

-

45,044

(45,044)

-

-

5.06.04

Equity on comprehensive income of subsidiaries

-

-

-

25,778

(25,778)

-

5.06.08

Changes in statutory reserve in the year

-

-

662,983

(662,984)

-

-

5.07

Closing balances

5,741,284

468,014

1,995,356

-

(234,633)

7,970,021

 

 

 

8

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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

 

 

9

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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

 

 

10

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Individual Financial Statements

Statement of Value Added

 

(In thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

Code

Description

Current Year
01/01/2016 to 12/31/2016

Prior Year
01/01/2015 to 12/31/2015

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

7.01

Revenues

2,461

1,821

81

7.01.01

Sales of goods and services

1,888

1,274

78

7.01.03

Revenues related to construction of own assets

573

547

3

7.02

Inputs purchased from thrid parties

(13,305)

(10,322)

(7,701)

7.02.02

Materials, energy, third-party services and others

(11,045)

(7,825)

(5,081)

7.02.04

Others

(2,260)

(2,497)

(2,620)

7.03

Gross value added

(10,844)

(8,501)

(7,620)

7.04

Retentions

(194)

(169)

(173)

7.04.01

Depreciation, amortization and depletion

(194)

(169)

(173)

7.05

Wealth created by the Company

(11,038)

(8,670)

(7,793)

7.06

Wealth received in transfer

998,853

1,011,012

1,141,740

7.06.01

Share of profit (loss) of investees

922,362

926,950

1,011,185

7.06.02

Finance income

76,491

84,062

130,555

7.07

Total wealth for distribution

987,815

1,002,342

1,133,947

7.08

Wealth distributed

987,815

1,002,342

1,133,947

7.08.01

Personnel and charges

33,168

16,938

15,507

7.08.01.01

Salaries and wages

17,914

9,963

8,455

7.08.01.02

Benefits

13,978

5,987

6,257

7.08.01.03

FGTS (Severance Pay Fund)

1,276

988

795

7.08.02

Taxes, fees and contributions

483

28,424

25,807

7.08.02.01

Federal

443

28,394

25,782

7.08.02.02

State

40

30

25

7.08.03

Lenders and lessors

53,279

92,040

143,456

7.08.03.01

Interest

53,229

91,918

143,318

7.08.03.02

Rentals

50

122

138

7.08.04

Shareholders

900,885

864,940

949,177

7.08.04.02

Dividends

192,857

173,708

281,430

7.08.04.03

Retained earnings / Loss for the year

708,028

691,232

667,747

 

 

 

 

11

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Financial Position – Assets

 

(In thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

 

Code

Description

Current Year 12/31/2016

Prior Year 12/31/2015

Prior Year 12/31/2014

1

Total assets

42,170,992

40,532,471

35,144,436

1.01

Current assets

11,379,187

12,508,652

9,214,704

1.01.01

Cash and cash equivalents

6,164,997

5,682,802

4,357,455

1.01.02

Financial investments

449

23,633

5,323

1.01.02.02

Financial investments at amortized cost

449

23,633

5,323

1.01.02.02.01

Held-to-maturity securities

449

23,633

5,323

1.01.03

Trade receivables

3,765,893

3,174,918

2,251,124

1.01.03.01

Consumers

3,765,893

3,174,918

2,251,124

1.01.06

Taxes recoverable

403,848

475,211

329,638

1.01.06.01

Current taxes recoverable

403,848

475,211

329,638

1.01.08

Other current assets

1,044,000

3,152,088

2,271,164

1.01.08.03

Others

1,044,000

3,152,088

2,271,164

1.01.08.03.01

Other receivables

777,450

946,671

1,030,001

1.01.08.03.02

Derivatives

163,241

627,493

23,260

1.01.08.03.03

Leases

19,281

12,883

12,395

1.01.08.03.04

Dividends and interest on capital

73,328

91,392

54,483

1.01.08.03.05

Concession financial asset

10,700

9,630

540,094

1.01.08.03.06

Sector financial asset

-

1,464,019

610,931

1.02

Noncurrent assets

30,791,805

28,023,819

25,929,732

1.02.01

Long-term assets

8,809,442

8,392,634

6,751,305

1.02.01.03

Trade receivables

203,185

128,946

123,405

1.02.01.03.01

Consumers

203,185

128,946

123,405

1.02.01.06

Deferred taxes

922,858

334,886

938,496

1.02.01.06.02

Deferred tax assets

922,858

334,886

938,496

1.02.01.08

Receivables from related parties

47,632

84,265

100,666

1.02.01.08.03

Receivables from owners of the Company

47,632

84,265

100,666

1.02.01.09

Other noncurrent assets

7,635,767

7,844,537

5,588,738

1.02.01.09.03

Derivatives

641,357

1,651,260

584,917

1.02.01.09.04

Escrow deposits

550,072

1,227,527

1,162,477

1.02.01.09.05

Taxes recoverable

198,286

167,159

144,383

1.02.01.09.06

Leases

50,541

34,504

35,169

1.02.01.09.07

Concession financial asset

5,363,144

3,597,474

2,834,522

1.02.01.09.09

Investments at cost

116,654

116,654

116,654

1.02.01.09.10

Other receivables

715,713

560,014

388,828

1.02.01.09.11

Sector financial asset

-

489,945

321,788

1.02.02

Investments

1,493,752

1,247,631

1,098,769

1.02.02.01

Equity interests

1,493,752

1,247,631

1,098,769

1.02.02.01.04

Other equity interests

1,493,752

1,247,631

1,098,769

1.02.03

Property, plant and equipment

9,712,998

9,173,217

9,149,486

1.02.03.01

PP&E - in service

9,462,696

8,499,051

8,761,398

1.02.03.03

PP&E - in progress

250,302

674,166

388,088

1.02.04

Intangible assets

10,775,613

9,210,337

8,930,172

1.02.04.01

Intangible assets

10,775,613

9,210,337

8,930,172

 

 

12

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Financial Position – Liabilities and Equity

 

(In thousands of Brazilian reais – R$)

     
         

Code

Description

Current Year 12/31/2016

Prior Year 12/31/2015

Prior Year 12/31/2014

2

Total liabilities

42,170,992

40,532,471

35,144,436

2.01

Current liabilities

9,018,493

9,524,873

7,417,104

2.01.01

Payroll and related taxes

131,707

79,924

70,251

2.01.01.02

Payroll taxes

131,707

79,924

70,251

2.01.01.02.01

Estimated payroll

131,707

79,924

70,251

2.01.02

Trade payables

2,728,131

3,161,210

2,374,147

2.01.02.01

Domestic suppliers

2,728,131

3,161,210

2,374,147

2.01.03

Taxes payable

681,544

653,342

436,267

2.01.03.01

Federal taxes

260,607

265,126

166,527

2.01.03.01.01

Income tax and social contribution

57,227

43,249

57,547

2.01.03.01.02

PIS (tax on revenue)

28,759

33,199

15,096

2.01.03.01.03

COFINS (tax on revenue)

126,939

159,317

69,701

2.01.03.01.04

Other federal taxes

47,682

29,361

24,183

2.01.03.02

State taxes

416,102

384,151

266,493

2.01.03.02.01

ICMS (state VAT)

416,096

384,151

266,493

2.01.03.02.02

State taxes - other

6

-

-

2.01.03.03

Municipal taxes

4,835

4,065

3,247

2.01.03.03.01

Other municipal taxes

4,835

4,065

3,247

2.01.04

Borrowings

3,422,923

3,640,314

3,526,208

2.01.04.01

Borrowings

1,875,648

2,949,922

1,191,025

2.01.04.01.01

In local currency

1,260,527

1,287,278

1,047,191

2.01.04.01.02

In foreign currency

615,121

1,662,644

143,834

2.01.04.02

Debentures

1,547,275

690,392

2,335,183

2.01.04.02.01

Debentures

1,242,095

458,165

2,042,075

2.01.04.02.02

Interest on debentures

305,180

232,227

293,108

2.01.05

Other liabilities

2,054,188

1,990,083

1,010,231

2.01.05.02

Others

2,054,188

1,990,083

1,010,231

2.01.05.02.01

Dividends and interest on capital payable

232,851

221,855

19,086

2.01.05.02.04

Derivatives

6,055

981

38

2.01.05.02.05

Private pension plan

597,515

-

21,998

2.01.05.02.06

Regulatory charges

10,857

9,457

4,000

2.01.05.02.07

Use of public asset

807,623

904,971

835,940

2.01.05.02.08

Other payables

366,078

852,017

43,795

2.01.05.02.09

Sector financial liability

33,209

802

85,374

2.02

Noncurrent liabilities

22,779,831

20,877,460

18,330,004

2.02.01

Borrowings

18,621,065

18,092,904

15,623,751

2.02.01.01

Borrowings

11,168,393

11,712,865

9,487,351

2.02.01.01.01

In local currency

6,293,533

6,438,701

6,192,973

2.02.01.01.02

In foreign currency

4,874,860

5,274,164

3,294,378

2.02.01.02

Debentures

7,452,672

6,380,039

6,136,400

2.02.01.02.01

Debentures

7,423,519

6,363,553

6,136,400

2.02.01.02.02

Interest on debentures

29,153

16,486

-

2.02.02

Other liabilities

2,001,356

782,427

797,093

2.02.02.02

Others

2,001,356

782,427

797,093

2.02.02.02.03

Derivatives

129,781

633

633

2.02.02.02.04

Private pension plan

1,019,233

474,318

518,386

2.02.02.02.05

Taxes, fees and contributions

112,207

33,205

13,317

2.02.02.02.06

Sector financial liability

317,406

-

-

2.02.02.02.07

Use of public asset

86,624

83,124

80,992

2.02.02.02.08

Other payables

309,292

191,147

183,765

2.02.02.02.09

Federal taxes

26,813

-

-

2.02.03

Deferred taxes

1,324,134

1,432,594

1,401,009

2.02.03.01

Deferred income tax and social contribution

1,324,134

1,432,594

1,401,009

2.02.04

Provisions

833,276

569,535

508,151

2.02.04.01

Tax, social security, labor and civil provisions

833,276

569,535

508,151

2.02.04.01.01

Tax provisions

288,389

184,362

171,119

2.02.04.01.02

Social security and labor provisions

222,001

171,990

125,641

2.02.04.01.04

Civil provisions

236,915

194,530

185,741

2.02.04.01.05

Others

85,971

18,653

25,650

2.03

Consolidated equity

10,372,668

10,130,138

9,397,328

2.03.01

Issued capital

5,741,284

5,348,312

4,793,424

2.03.02

Capital reserves

468,015

468,082

468,082

2.03.04

Earnings reserves

1,995,355

1,672,481

1,536,136

2.03.04.01

Legal reserve

739,102

694,058

650,811

2.03.04.02

Statutory reserve

1,248,433

978,423

885,325

2.03.04.08

Additional dividend proposed

7,820

-

-

2.03.08

Other comprehensive income

(234,634)

185,321

145,892

2.03.09

Noncontrolling interests

2,402,648

2,455,942

2,453,794

 

 

 

 

 

13

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of income

 

(In thousands of Brazilian reais – R$)

 
         

Code

Description

Current Year
01/01/2016 to
12/31/2016

Prior Year
01/01/2015 to
12/31/2015

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

3.01

Revenue from sale of energy and/or services

19,112,089

20,599,212

17,399,196

3.02

Cost of sales and/or services

(14,806,069)

(16,268,045)

(13,261,541)

3.02.01

Cost of electric energy

(11,200,242)

(13,311,747)

(10,643,130)

3.02.02

Cost of operation

(2,248,795)

(1,907,198)

(1,672,359)

3.02.03

Cost of services rendered to third parties

(1,357,032)

(1,049,100)

(946,052)

3.03

Gross profit

4,306,020

4,331,167

4,137,655

3.04

Operating income (expenses)

(1,471,999)

(1,468,851)

(1,444,643)

3.04.01

Selling expenses

(547,251)

(464,583)

(402,698)

3.04.02

General and administrative expenses

(849,416)

(863,499)

(773,630)

3.04.05

Other operating expenses

(386,745)

(357,654)

(327,999)

3.04.06

Share of profit (loss) of investees

311,413

216,885

59,684

3.05

Profit before finance income (costs) and taxes

2,834,021

2,862,316

2,693,012

3.06

Finance income (costs)

(1,453,474)

(1,407,863)

(1,182,708)

3.06.01

Finance income

1,200,503

1,143,247

785,795

3.06.02

Finance costs

(2,653,977)

(2,551,110)

(1,968,503)

3.07

Profit (loss) before taxes on income

1,380,547

1,454,453

1,510,304

3.08

Income tax and social contribution

(501,490)

(579,176)

(623,861)

3.08.01

Current

(867,198)

(12,860)

(466,021)

3.08.02

Deferred

365,708

(566,316)

(157,840)

3.09

Profit (loss) from continuing operations

879,057

875,277

886,443

3.11

Consolidated profit (loss) for the year

879,057

875,277

886,443

3.11.01

Attributable to owners of the Company

900,885

864,940

949,177

3.11.02

Attributable to noncontrolling interests

(21,828)

10,337

(62,734)

 

 

 

 

14

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Comprehensive Income

 

(In thousands of Brazilian reais – R$)

 

         

Code

Description

Current Year
01/01/2016 to
12/31/2016

Prior Year
01/01/2015 to
12/31/2015

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

4.01

Consolidated profit for the year

879,057

875,277

886,443

4.02

Other comprehensive income

(394,175)

65,548

(225,719)

4.02.03

Actuarial gains (losses), net of tax effects

(394,175)

65,548

(225,719)

4.03

Consolidated comprehensive income for the year

484,882

940,825

660,724

4.03.01

Attributtable to owners of the Company

506,709

930,488

723,457

4.03.02

Attributable to noncontrolling interests

(21,827)

10,337

(62,733)

 

 

 

15

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Cash Flows – Indirect Method

 

(In thousands of Brazilian reais – R$)

     
         

Code

Description

YTD Current Year
01/01/2016 to 12/31/2016

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

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

6.01

Cash flows from operating activities

4,634,026

2,557,974

1,592,573

6.01.01

Cash generated from operations

5,015,992

4,551,471

4,462,978

6.01.01.01

Profit for the year, including income tax and social contribution

1,380,547

1,454,454

1,510,304

6.01.01.02

Depreciation and amortization

1,291,165

1,279,902

1,159,964

6.01.01.03

Provision for tax, civil and labor risks

228,292

258,539

191,228

6.01.01.04

Interest on debts, inflation adjustment and exchange rate changes

2,052,959

1,519,819

1,486,061

6.01.01.05

Private pension plan

76,638

60,184

48,165

6.01.01.06

Loss on disposal of noncurrent assets

83,576

16,309

20,726

6.01.01.07

Deferred taxes - PIS and COFINS

(8,579)

19,138

24,946

6.01.01.08

Others

(1,832)

(5,824)

(2,431)

6.01.01.09

Allowance for doubtful debts

176,349

126,879

83,699

6.01.01.10

Share of profit (loss) of investees

(311,414)

(216,885)

(59,684)

6.01.01.11

Impairment

48,291

38,956

-

6.01.02

Changes in assets and liabilities

(381,966)

(1,993,497)

(2,870,405)

6.01.02.01

Consumers, concessionaires and licensees

(205,828)

(1,055,143)

(265,103)

6.01.02.02

Taxes recoverable

128,453

(62,041)

(134)

6.01.02.04

Escrow deposits

756,171

22,827

65,732

6.01.02.05

Sector financial asset

2,494,223

(858,860)

(932,719)

6.01.02.16

Dividends and interest on capital received

83,356

24,050

40,374

6.01.02.06

Receivables - Eletrobrás

186,052

181,141

(352,379)

6.01.02.08

Concession financial assets (transmission companies)

(55,134)

(44,244)

(62,299)

6.01.02.07

Other operating assets

265,404

(82,279)

20,634

6.01.02.08

Trade payables

(782,963)

787,063

470,982

6.01.02.13

Regulatory charges

(514,935)

808,223

11,415

6.01.02.15

Tax, civil and labor risks paid

(216,998)

(247,512)

(188,000)

6.01.02.18

Payables - CDE

(70,907)

19,696

25,807

6.01.02.09

Income tax and social contribution paid

(875,883)

(276,061)

(552,070)

6.01.02.17

Sector financial liability

288,144

(23,170)

21,998

6.01.02.12

Interest paid on debts and debentures

(1,570,985)

(1,595,649)

(1,333,570)

6.01.02.10

Other taxes and social contributions

(63,986)

412,703

193,357

6.01.02.11

Other liabilities with private pension plan

(77,183)

(112,172)

(118,897)

6.01.02.14

Other operating liabilities

(148,967)

107,931

84,467

6.02

Net cash generated by (used in) investing activities

(3,815,219)

(1,524,894)

(933,007)

6.02.02

Purchases of property, plant and equipment

(1,026,867)

(550,003)

(345,049)

6.02.03

Securities, pledges and restricted deposits

(125,517)

(147,914)

(7,839)

6.02.11

Payment of amount for business combination

-

10,454

-

6.02.05

Purchases of intangible assets

(1,211,082)

(877,793)

(716,818)

6.02.07

Sale of noncurrent assets

-

10,586

43,024

6.02.12

Intragroup loans

44,922

29,776

949

6.02.13

Capital increase in existing investments

 

 

(45,445)

6.02.14

Business combination, net of cash acquired

(1,496,675)

-

70,829

6.02.15

Repayment of advances to suppliers

-

-

67,342

6.03

Net cash generated by (used in) financing activities

(336,612)

292,267

(508,533)

6.03.01

Borrowings and debentures raised

3,774,355

4,532,167

3,186,384

6.03.02

Repayment of principal of borrowings and debentures

(4,016,693)

(4,037,685)

(2,559,771)

6.03.03

Dividends and interest on capital paid

(231,749)

(5,204)

(1,016,641)

6.03.08

Capital increase by noncontrolling interests

467

7

1,123

6.03.04

Business combination payment

(21,234)

(61,709)

-

6.03.06

Repayment of derivative instruments

158,242

(135,309)

(119,628)

6.05

Increase (decrease) in cash and cash equivalents

482,195

1,325,347

151,033

6.05.01

Cash and cash equivalents at the beginning of the year

5,682,802

4,357,455

4,206,422

6.05.02

Cash and cash equivalents at the end of the year

6,164,997

5,682,802

4,357,455

 

 

 

16

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Changes in Equity – from January 1, 2016 to December 31, 2016

 

(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

5,348,312

468,082

1,672,481

-

185,320

7,674,195

2,455,943

10,130,138

5.03

Adjusted opening balances

5,348,312

468,082

1,672,481

-

185,320

7,674,195

2,455,943

10,130,138

5.04

Capital transactions with shareholders

392,972

(68)

(385,152)

(218,636)

-

(210,884)

(30,293)

(241,177)

5.04.01

Capital increase

392,972

-

(392,972)

-

-

-

-

-

5.04.08

Prescribed dividends

-

-

-

3,144

-

3,144

-

3,144

5.04.09

Dividend proposed

-

-

7,820

(7,820)

-

-

-

-

5.04.10

Dividend proposal approved

-

-

-

(213,960)

-

(213,960)

(30,827)

(244,787)

5.04.13

Capital increase in subsidiaries with no change in control

-

(68)

-

-

-

(68)

534

466

5.05

Total comprehensive income

-

-

-

900,885

(394,175)

506,710

(21,828)

484,882

5.05.01

Profit for the year

-

-

-

900,885

-

900,885

(21,828)

879,057

5.05.02

Other comprehensive income

-

-

-

-

(394,175)

(394,175)

-

(394,175)

5.06

Internal changes in equity

-

-

708,027

(682,249)

(25,778)

-

(1,176)

(1,176)

5.06.01

Recognition of reserves

-

-

45,044

(45,044)

-

-

-

-

5.06.05

Changes in statutory reserve in the year

-

-

662,983

(662,983)

-

-

-

-

5.06.06

Realization of deemed cost of property, plant and equipment

-

-

-

39,058

(39,058)

-

-

-

5.06.07

Tax on realization of deemed cost

-

-

-

(13,280)

13,280

-

-

-

5.06.09

Other changes in noncontrolling interests

-

-

-

-

-

-

(1,176)

(1,176)

5.07

Closing balances

5,741,284

468,014

1,995,356

-

(234,633)

7,970,021

2,402,646

10,372,667

 

 

17

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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

 

 

18

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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)

741,743

(62,078)

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

-

-

-

-

-

-

119,137

119,137

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

-

-

-

-

5.07

Closing balances

4,793,424

468,082

1,536,135

-

145,893

6,943,534

2,453,795

9,397,329

 

 

 

 

19

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Consolidated Financial Statements

Statement of Value Added

 

(In thousands of Brazilian reais – R$)

 

 

 

 

 

 

 

Code

Description

Current Year
01/01/2016 to 12/31/2016

Prior Year
01/01/2015 to 12/31/2015

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

7.01

Revenues

31,664,675

34,770,704

23,150,426

7.01.01

Sales of goods and services

29,430,560

33,255,632

21,944,635

7.01.02

Other revenues

1,354,022

1,046,669

944,997

7.01.02.01

Revenue from construction of distribution infrastructure

1,354,022

1,046,669

944,997

7.01.03

Revenues related to construction of own assets

1,056,442

595,282

344,492

7.01.04

Recognition (reversal) of allowance for doubtful debts

(176,349)

(126,879)

(83,698)

7.02

Inputs purchased from third parties

(16,150,083)

(17,590,769)

(14,092,481)

7.02.01

Cost of sales and services

(12,452,018)

(14,749,957)

(11,780,445)

7.02.02

Materials, energy, third-party services and others

(3,063,363)

(2,238,817)

(1,866,059)

7.02.04

Others

(634,702)

(601,995)

(445,977)

7.03

Gross value added

15,514,592

17,179,935

9,057,945

7.04

Retentions

(1,293,924)

(1,281,726)

(1,160,714)

7.04.01

Depreciation, amortization and depletion

(1,038,814)

(979,062)

(875,696)

7.04.02

Others

(255,110)

(302,664)

(285,018)

7.04.02.01

Amortization of concession intangible asset

(255,110)

(302,664)

(285,018)

7.05

Wealth created by the Company

14,220,668

15,898,209

7,897,231

7.06

Wealth received in transfer

1,609,777

1,446,644

858,286

7.06.01

Share of profit (loss) of investees

311,414

216,885

59,684

7.06.02

Finance income

1,298,363

1,229,759

798,602

7.07

Total wealth for distribution

15,830,445

17,344,853

8,755,517

7.08

Wealth distributed

15,830,445

17,344,853

8,755,517

7.08.01

Personnel and charges

1,073,119

905,103

814,979

7.08.01.01

Salaries and wages

660,138

562,082

500,471

7.08.01.02

Benefits

359,604

298,738

275,322

7.08.01.03

FGTS (Severance Pay Fund)

53,377

44,283

39,186

7.08.02

Taxes, fees and contributions

11,066,274

12,910,440

5,044,466

7.08.02.01

Federal

6,109,701

8,207,474

1,916,922

7.08.02.02

State

4,938,832

4,688,978

3,109,743

7.08.02.03

Municipal

17,741

13,988

17,801

7.08.03

Lenders and lessors

2,811,995

2,654,033

2,009,629

7.08.03.01

Interest

2,743,600

2,600,948

1,942,906

7.08.03.02

Rentals

68,395

53,085

46,929

7.08.03.03

Others

-

-

19,794

7.08.04

Shareholders

879,057

875,277

886,443

7.08.04.02

Dividends

143,379

164,227

208,673

7.08.04.03

Retained earnings / Loss for the year

735,678

711,050

677,770

 

 

 

20

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Management Report

 

Dear Shareholders,

In compliance with the law and the Bylaws of CPFL Energia S.A. (“CPFL Energia” or “Company”), the Management of the Company 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, 2016. All comparisons herein are made with consolidated figures for fiscal year 2015, except when specified otherwise.

 

 

1.       Opening remarks

 

 

The year 2016 was marked by great changes to CPFL Energia. After a three-month transition period, Andre Dorf took over as the Group´s CEO on July 1st, replacing Wilson Ferreira Junior, with the challenge of leading the new growth phase and make sure that processes and systems are increasingly simpler and more efficient, in order to make the Company more agile, so that we continue to face the challenges and seize the opportunities for growth and value creation.

On June 16, CPFL Energia announced that it has executed a Share Purchase and Sale Agreement with AES Guaíba II Empreendimentos Ltda. (“AES Guaíba”) that provides for the acquisition by CPFL Energia of the totality of the shares issued by AES Sul Distribuidora Gaúcha de Energia S.A. (“AES Sul”),resuming the process of consolidation of the sector. On October 31, with the conclusion of the acquisition, AES Sul was renamed RGE Sul Distribuidora de Energia S.A. (“RGE Sul”), a distribution company that serves approximately 1.3 million clients in 118 cities in the state of Rio Grande do Sul. With this step, CPFL Energia increased its scale and footprint in the state of Rio Grande do Sul, serving 382 cities and reaching a market share of 65%. In Brazil, CPFL Energia now enjoy a market share of over 14% of the distribution segment, serving around 9 million clients through 9 concessionaires in the Southern and Southeastern regions. CPFL took charge of the RGE Sul’s management on November 1st, and its plans include investments of around R$ 1.0 billion in the period 2017-2019, aiming to implement CPFL standards in services and to comply with the improvement plan set by ANEEL.

Still in 2016, in early July, CPFL Energia was informed by one of its controlling shareholders, Camargo Corrêa S.A., that the latter had received and accepted a proposal from the State Grid Corporation of China (“State Grid”) to acquire its interest in the Company´s controlling block for R$25.00 per share. On September 2, the final share purchase agreement (SPA) was entered into between State Grid and Camargo Corrêa. In sequence, the proposal was extended to other controlling shareholders, which decided, over the course of September, to join Camargo Corrêa and sell their interest.

The transaction had all applicable approvals and was concluded in January 23, 2017, when State Grid Brazil became the controlling shareholder of CPFL Energia, with a 54.64% stake. As a result of the closing of the transaction that resulted in the direct change of control of CPFL Energia in the indirect change of the control of CPFL Energias Renováveis S.A. (“CPFL Renováveis”) and in accordance with applicable regulation, State Grid Brazil will perform tender offer for the remaining outstanding common shares of CPFL Energia and CPFL Renováveis. According to the Material Facts released by both companies on February 23, 2017, State Grid has filed the Unified Offer documentation with CVM, on February 22, 2017; the registration is now under analysis by CVM.

In the midst of these changes, CPFL Energia followed its growth path. In 2016, new renewable energy projects went into operation: in May, it was the turn of SHPP Mata Velha, with 24 MW of installed capacity, while the Campo dos Ventos and São Benedito Wind Complexes had a gradual start-up during the year, being concluded in December, totaling 231 MW of installed capacity.

1

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Still in generation segment, with regard to the hydrological risk (GSF), renegotiation of the Baesa power plant (Energética Barra Grande Energia) was concluded, protecting the plant from 100% of the effects of GSF until the end of its regulated agreements. The remaining power plants had already renegotiated in 2015. The strategy of renegotiating this risk is aimed at returning the predictability and stability of cash flows to hydroelectric generators.

In the distribution segment, the Company continued to suffer from the economic recession, which affected the power consumption in the concession area. Despite the acqusition of RGE Sul as of November, sales in Group CPFL´s concession area contracted 1.0%. Disregarding the effect of the acquisition of RGE Sul, it would be a 3.5% drop, with 0.7%, 3.7% and 7.6% decreases respectively for residential, commercial and industrial segments. Unfavorable macroeconomic scenario also influenced delinquency levels, leading the Company to intensify its collections actions, increasing by more than 50% the number of disconnections, collections efforts and reporting to credit bureaus, among other actions.

In the financial sphere, it is important to notice that the reduction in leverage, which reached the level of 3.21x net debt/EBITDA by the end of 2016, reflecting not only the improved results, but also the consistent monetization of sectoral financial assets throughout the year. On the other hand, the acquisition of RGE Sul pressed this indicator.

It should also be noted that six of the nine distribution companies - CPFL Piratininga, CPFL Santa Cruz, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Mococa and CPFL Jaguari – are already in the 4th cycle of Tariff Revision, benefiting from the investments made in the previous cycle and the better conditions offered by the new cycle.

The overcontracted position of Brazilian distribution companies, a regulatory theme of great importance, was widely discussed among agents in 2016 and many advances have already been obtained. Several measures have been taken in order to mitigate the surpluses and define their involuntary character, such as the treatment of involuntary surplus from quotas, the feasibility of bilateral agreements between generation and distribution companies, the New Energy MCSD (Surplus and Deficit Compensation Mechanism) and changes in the rules for auctions.

Law 13,360/2016 also implemented important changes to the power sector, creating impacts and opportunities for its various business segments. The safety of a solid regulatory framework is essential for the power sector to resume investments and deliver sustainable growth in the long term.

In this moment of transition for the Company and the power sector, the arrival of State Grid strengthens the growth strategy of CPFL Energia, as well as its protagonism in the Brazilian power sector. State Grid brings the confidence that CPFL will reinforce its leadership in the segments in which it operates. State Grid´s solid financial situation strengthens the Group´s credit profile and enhances funding possibilities for new projects and acquisitions. Therefore, we have a business platform prepared to seize new market opportunities.

 

SHAREHOLDERS’ STRUCTURE (simplified)

CPFL Energia is a holding company that owns stake in other companies. The reference date of the shareholders’ structure below is December 31, 2016, therefore before the conclusion of the acquisition of Camargo Corrêa, Previ and Bonaire holdings in CPFL Energia by State Grid, which occurred on January 23, 2017:

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Reference date: 12/31/2016

Notes:

(1) Controlling shareholders;

(2) % of bound shares by the controlling shareholders;

(3) 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;

(4) CPFL Energia holds a stake in RGE Sul through the CPFL Jaguariúna.

 

 

2.       Comments on the macroeconomic and regulatory scenario

 

MACROECONOMIC SCENARIO

Despite the frustration caused by the level of economic activity in 2015, the global results in 2016 were more promising, especially in the second half of the year. Though below potential, the Purchasing Managers’ Index (PMI) pointed to acceleration in major advanced economies, supported mainly by drawdowns in inventories and a recovery in manufacturing. The slight improvement in advanced economies and the results in line with expectations in China transformed lackluster economic indicators into more promising expectations for 2017 and 2018.

The change in administration in the United States and the associated developments are the main source of uncertainty in the external scenario. In the near term, the fiscal stimulus promised by the new administration could increase private-sector confidence and create expectations of a less gradual monetary adjustment, potentially leading to higher interest rates and a stronger U.S. dollar. On the other hand, the risks posed by protectionism and political isolationism persist, which, if followed through on, could adversely affect international trade and the world economy, while disrupting global financial conditions and weighing on the performance of emerging nations.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

The IMF is forecasting world economic growth in 2017 and 2018 of 3.4% and 3.6%, respectively, which are above the forecast of 3.1% for 2016, driven by potential recoveries in emerging and developing economies.

In 2016, the Brazilian economy continued to be castigated by political instability, the ongoing fiscal adjustment and weak economic activity indicators. Such negative results have led the country’s GDP to contract by 7.3% over the past two years. Industrial production fell 6.6%1 in 2016, generating unemployment and losses in important industrial chains, such as the automotive and metal-mechanical sectors. In 2017, industrial production is expected to improve only slightly, driven primarily by the extractive industry (oil and iron ore).

The negative effects from the crisis were also widely felt in the labor market, with approximately 3 million formal jobs2 eliminated and sharp drops in household income and mounting unemployment. The lag between job and income indicators in relation to the economic cycle is responsible for a third straight year of declines in income levels, which penalizes the contribution from consumer spending to economic growth.

Despite this ongoing climate of uncertainty, especially in the political scenario, the inflation forecast is calling for meeting the center of the target for 20173 defined by the government, the central bank’s Monetary Policy Committee (Copom) is expected to carry out a substantial cumulative cut in the basic interest rate in the year, which would stimulate economic activity and provide relief for the high levels of private-sector debt.

Based on this scenario of weak economic activity and challenges for a recovery in growth, the consensus forecasts are calling for GDP growth of 0.5% in 20173 and 2.4% in 20183.

 

 

REGULATORY ENVIRONMENT

 

Overcontracted position

The year 2016 was marked by major advances in sector regulation in order to increase flexibility and management of the distribution companies´ overcontracted position. There were several and continuous negotiations between distribution companies, ABRADEE, ANEEL, CCEE, EPE and MME to mitigate part of these surpluses and for the correct understanding of their involuntary character, among which:

·         Normative Resolution n. 706/16, which defined more precisely the volume and treatment of involuntary surpluses arising from the process of allocation of physical guarantee quotas;

·         Normative Resolution n. 711/16, which allowed the celebration of bilateral agreements, more quickly, among distribution and generation companies in order to reduce or revoke their CCEARs;

·         Normative Resolution n. 726/16, which allowed distribution companies to reduce, for future existing energy auctions, the surpluses arising from the migration of special consumers to the free market;

·         Normative Resolution n. 727/16, which provided advances in New Energy MCSD, with the insertion of new products for the current year, for the following year and for the years prior to the delivery of energy from A-3 and A-5 auctions, in addition to allowing the reduction of CCEARs among distribution and generation companies in case of high overcontracted positions;

·         Decree n. 8,828/16, which exempt distribution companies with surpluses in year A-1 from contract the minimum limit (96% of replacement amount) in these auctions;

 


1 Brazilian Institute of Geography and Statistics (IBGE).

2 General Registry of Employed and Unemployed Populations (CAGED).

3 Market Readout (Focus) – March 3, 2017.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

·         Law n. 13,360/16, which provides a legal prediction for an auction to sell contractual surpluses of distribution companies to the free market, only pending ANEEL and MME regulation.

 

ABRACE Injunction

The significant increase in the CDE quota in 2015 was disputed in court by several associations. By means of preliminary injunction, ABRACE obtained the suspension of payment, by its members, of the controversial portion of the CDE tariff charge, as well as a change in the method of apportionment of the balance amounts in the budget. The injunction led to a tariff increase for other consumers during 2016, since there was no reduction in the quota to be paid by the distribution companies.

However, as of June 2016, in face of the growing number of lawsuits challenging the CDE charge, ANEEL, through Dispatch 1,576/16, altered the system of compensation for revenue deficits caused by the CDE injunctions, allowing distribution companies to have the right of offset amounts not billed at their respective quotas of CDE Charge. On the other hand, Eletrobras should reduce transfers from the fund to the beneficiaries in the proportion of the reduction of revenues referring to the items challenged by the injuctions. This decision represented a tariff decrease in tariff adjustment processes carried out in the second half of 2016.

 

ELECTRICITY TARIFFS AND PRICES

 

Distribution Segment

 

Annual Tariff Adjustment (ATA):

 

The following distribution companies had tariffs adjusted as below:

 

 

CPFL Paulista

RGE Sul

RGE

CPFL Piratininga

Ratifying Resolution

2,056

2,059

2,082

2,157

Adjustment

9.89%

3.94%

-1.48%

-12.54%

Parcel A

-2.06%

-3.75%

-2.98%

-7.02%

Parcel B

1.78%

1.86%

2.31%

1.67%

Financial Components

10.18%

5.83%

-0.81%

-7.19%

Effect on consumer billings

7.55%

-0.34%

-7.51%

-24.21%

Date of entry into force

4/8/2016

4/19/2016

6/19/2016

10/23/2016

 

 

Periodical Tariff Revision (PTR)

 

The following distribution companies went through the tariff revision process in 2016, when the new methodologies of the 4th cycle of tariff revision were applied:

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

 

 

CPFL Santa Cruz

CPFL Leste Paulista

CPFL Jaguari

CPFL Sul Paulista

CPFL Mococa

Ratifying Resolution

2,026

2,029

2,028

2,025

2,027

Adjustment

10.69%

8.02%

14.05%

9.77%

6.08%

Parcel A

-1.84%

-1.95%

-1.20%

-2.70%

-2.35%

Parcel B

1.61%

5.94%

2.80%

5.01%

3.76%

Financial Components

10.92%

4.03%

12.45%

7.46%

4.67%

Effect on consumer billings

7.15%

13.32%

13.25%

12.82%

9.02%

Date of entry into force

3/22/2016

3/22/2016

3/22/2016

3/22/2016

3/22/2016

 

 

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 the indirect subsidiary Campos Novos Energia (Enercan) use a combination of dollar and IGP-M indexes.

 

 

3.       Operating Performance

 

ENERGY SALES

In 2016, electricity sales to final consumers (quantity of electricity billed to final consumers) totaled 46,578 GWh, an increase of 3.3% compared to 2015, a reflect of the acquisition of AES Sul (current RGE Sul), in October 2016. Disregarding the effect of this acquisition (in November and December 2016), the increase would be of 0.8%.

It is noteworthy the performance of the residential and industrial segments, which together accounted 63.5% of the electricity sales to final consumers:

·       Residential Class: increase of 1.9%, if we consider the acquisition of RGE Sul. Disregarding the effect of this acquisition, we would have a reduction of 0.7%, reflecting the changes in the labor market, with the hike of unemployment and the decrease of the volume in real income mass, and the lower sales volume of retail trade.

·       Commercial Class: increase of 5.0%, if we consider the acquisition of RGE Sul. Disregarding the effect of this acquisition, the increase would be of 2.9%. Despite the adverse macroeconomic scenario, which has resulted in lower sales volume of the retail trade, commercialization companies had higher sales to free customers.

·       Industrial Class: increase of 2.1%, if we consider the acquisition of RGE Sul. Disregarding the effect of this acquisition, the increase would be of 0.9%. Despite the weak result of the country's industrial activity, the commercialization companies and the assets of renewable generation (controlled by CPFL Renováveis) had higher sales to free customers.

Electricity sales to wholesaler’s, through other concessionaires, licensees and authorized reached 12,252 GWh, which represented an increase of 15.0%, mainy due to the increases in sales by the commercialization companies (through bilateral contracts) and licensees, which serve residential consumers.

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

PERFORMANCE IN THE ELECTRICITY DISTRIBUTION SEGMENT

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

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 2016, CPFL Energia continued its expansion in the Generation segment, with a 4.2% increase in its installed capacity, from 3,129 MW to 3,259 MW, considering its 51.61% interest in CPFL Renováveis. This increase was driven by the expansion of CPFL Renováveis.

On December 31, 2016, the portfolio of CPFL Renováveis totaled 2,054 MW of installed capacity in operation, comprising 39 SHPPs (423 MW), 43 wind farms (1,260 MW), 8 biomass-powered thermal power plants (370 MW) and 1 solar plant (1 MW). Still under construction are 2 wind farms (48.3 MW) and 1 SHPP (26.5 MW), whose startup schedule is: 48.3 MW in 2018 and 26.5 MW in 2020.

In May 2016, the Mata Velha SHPP, located in the city of Unaí (Minas Gerais), started operating with installed capacity of 24 MW. The wind farms of Campo dos Ventos (São Domingos, Ventos de São Martinho e Campo dos Ventos I, III and V) and São Benedito (Ventos de São Benedito, Ventos de Santo Dimas, Santa Mônica e Santa Úrsula) Complexes, located at Rio Grande do Norte State, had their works closed in December 2016, with the comercial start-up of the last wind turbines, of a total of 110 (the first wind turbines started commercial operations in May 2016); the combined installed capacity is of 231 MW.

 

 

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.

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Operating Revenue

Gross operating revenue was of R$ 30,785 million, representing a reduction of 10.3% (R$ 3,518 million), mainly due to: (i) the variation of R$ 4,601 million in the sectoral financial assets and liabilities, from an asset of R$ 2,507 million in 2015 to a liability of R$ 2,095 million in 2016; (ii) the reduction of 52.7% (R$ 207 million) in the update of concession’s financial asset; and (ii) the reduction of 1.0% (R$ 37 million) in the energy supplied. These effects were partially offset by the increases of 1.8% (R$ 421 million) in the supply of electric energy, of 29.4% (R$ 307 million) in the revenue with construction of concession infraestructure and of 19.1% (R$ 600 million) in other operating income.

Deductions from operating revenue were of R$ 11,672 million, presenting a reduction of 14.8% (R$ 2,031 million). Net operating revenue was of R$ 19,112 million, representing a reduction of 7.2% (R$ 1,487 million).

 

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

 

2016

2015

Net Income

879,057

875,277

Depreciation and Amortization

1,291,165

1,279,902

Assets Surplus Value Amortization

579

1,136

Financial Income/Loss

1,453,474

1,407,864

Social Contribution

150,859

160,162

Income Tax

350,631

419,015

EBITDA

4,125,766

4,143,356

 

Operating cash flow, as measured by EBITDA, reached R$ 4,126 million, a reduction of 0.4% (R$ 18 million), mainly due to the reduction of 7.2% (R$ 1,487 million) in net operating revenue and the increase of 21.9% (R$ 736 million) in operating costs and expenses, including expenses with private pension fund and costs with construction of concession infrastructure. These effects were partially offset by the reduction of 15.9% (R$ 2,111 million) in costs with energy purchase and sector charges and the increase of 43.1% (R$ 94 million) in interest in subsidiaries, associates and joint ventures.

 

Net Income

In 2016, net income reached R$ 879 million, an increase of 0.4% (R$ 4 million), mainly due to the reduction of R$ 78 million in Income Tax and Social Contribution and of R$ 0.6 million in the assets surplus value amortization. These effects were partially offset by the reduction of 0.4% (R$ 18 million) in EBITDA and the increases of 3.2% (R$ 46 million) in net financial expenses and of 0.8% (R$ 11 million) in depreciation and amortization.

 

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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:

 

 

The Company declared, in the fiscal year of 2016, the amount of R$ 214 million of minimum mandatory dividend, as governed by Law 6,404/76, and, R$ 8 million of additional proposed dividend.

For this fiscal year, considering the current adverse economic scenario and the uncertainties regarding market projections for distributors, the Company’s Management proposes the allocation of R$ 546 million to the statutory reserve - strengthening of working capital.

 

Debt

At the close of 2016, gross financial debt (including derivatives) of the Company reached R$ 21,368 million, presenting an increase of 9.6%. Cash and cash equivalents totaled R$ 6,166 million, an increase of 8.5%. As such, net financial debt increased 10.1% to R$ 15,502 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.

 

 

5.       Investments

 

In 2016, investments of R$ 2,238 million were made in business maintenance and expansion, of which R$ 1,201 million was destined to distribution, R$ 986 million to generation (R$ 979 million to CPFL Renováveis and R$ 8 million to conventional generation) and R$ 51 million to commercialization, services and others. In addition, we invested R$ 51 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’s investments in 2016 include:

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6.       Corporate Governance

 

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

In 2016, CPFL marked 12 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 members, whose term of office is 1 year and who are eligible for reelection. At the Extraordinary General Meeting held on February 16, 2017, 6 new members were elected (5 members representing State Grid, new controlling shareholder, and 1 new independent member), replacing the members representing the former controlling shareholders. As a result, the Board has two Independent Directors.

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

The Board set up three advisory committees (Management Processes, Risks and Sustainability, 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. At a meeting of the Board of Directors, held on February 17, 2017, the new members of the advisory committees were elected.

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 Corporate Governance Advisory Council, which reports directly and solely to the Chairman of the Board.

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

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The Board of Executive Officers is made up of 1 Chief Executive Officer and 6 Vice Presidents, with terms of two years, eligible for reelection, responsible for executing the strategy of CPFL Energia and its subsidiaries as defined by the Board of Directors in line with corporate governance guidelines. To ensure alignment of governance practices, Executive Officers sit on the Boards of Directors of companies that make up the CPFL group and nominate their respective executive officers.

CPFL has a permanent Fiscal Council 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. At the Extraordinary General Meeting held on February 16, 2017, 3 new members were elected, replacing the 5 members who had submitted a resignation letter when the closing of the transaction of State Grid (new controlling shareholder) occurred.

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

 

 

7.       Capital Markets

 

The shares of CPFL Energia, which have a free float of 31.9% (up to December 31, 2016), are listed both on the São Paulo Stock Exchange (BM&FBovespa) and the New York Stock Exchange (NYSE). In 2016, CPFL Energia shares appreciated 72.0% on the BM&FBovespa and 109.7% on the NYSE, closing the year at R$ 25.21 per share and US$ 15.40 per ADR, respectively. The average daily trading volume in 2016 was R$ 55.4 million, of which R$ 38.9 million on the BM&FBovespa and R$ 16.4 million on the NYSE, representing a increase of 45.2% over 2015. Number of trades on the BM&FBovespa increased 17.8%, from a daily average of 5,984 trades in 2016 to 7,049 in 2016.

 

 

8.       Sustainability and Corporate Responsibility

 

CPFL Energia develops initiatives to create value for all its stakeholders and to mitigate the impacts from its operations by managing the economic, environmental and social risks associated with its business activities. The highlights from the fiscal year follow:

Sustainability platform: consists of the sustainability management tool, which is integrated into the strategic planning of the CPFL Group. The tool encompasses: a) Topics of relevance to the business operations, which are determined jointly with stakeholders; b) Value levers related to the topics; c) Corporate strategic indicators, with performance targets for the near and medium term.

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

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Climate change: CPFL Energia is aware of the impacts of climate change on its business and of its influence and significance in the power industry. Therefore, it works to promote a low-carbon economy by incorporating the topic into its business strategy and project development, which are aligned with its corporate initiatives and commitments at the national and international levels.

Ethics Management and Development System (SGDE): In 2015, the review of the Code of Ethics and Business Conduct was concluded. The updated version of the Code of Ethical Conduct (new name) was approved by the Board of Executive Officers in November 2015, and subsequently approved by the Board of Directors in a Meeting held on January 27, 2016, with the code applicable to all direct subsidiaries of the Group. The SGDE was revised to include the restructuring of the Ethics and Business Conduct Committee, which now has five members, two of whom are external independent members. The review included the Committee’s Charter, the implementation of an Executive Department to support the Committee, and the contracting of an External Ethics Channel to receive consultations, suggestions and whistleblowing of an ethical nature, which are now investigated by the Whistleblowing Processing Commission (CPD). CPFL also implemented a plan for publishing and disseminating its ethical guidelines and a training program on the SGDE based, which adopts an e-learning format and is available to all professionals, and organized on-site workshops for employees in management and leadership positions. The Committee held 13 meetings in 2016 to address topics involving ethics management and to analyze the suggestions, reports of whistleblowing and consultations received in the period.

Human Resources Management: the company ended 2016 with 12,8794 employees (9,584 in 2015), which represents a turnover rate of 17.92%5 (19.90% in 2015). The Group’s companies maintained their management and training programs, which focused on developing competencies of strategic importance to the business, leadership succession, boosting productivity and occupational health and safety. Average training hours per employee stood at 79.8 hours6 (59.6 in 2015), surpassing by 37 hours the average of the Sextant Survey 2016. Also in 2016, for the 14th straight year, CPFL Energia figured in the “Best Places to Work in Brazil” ranking compiled by Você S/A / Exame Guide, which was accompanied by improvement in Knowledge Management, Electrician School and Talent Management, with yet another class of professionals gaining the potential to hold leadership positions.

Value Network: in 2016, 75 supplier companies participated and four meetings were held, which addressed the following topics: Occupational Safety and documentation for Third-Party Management, Environmental Risk Management, Energy Efficiency and Ethics, and combatting corruption with lecturer and philosopher Clovis de Barros.

Community relations: (i) Culture – Partnerships with the Municipal Government of Campinas and with the National Electric Power Agency (ANEEL) supported the debates on changes in society, energy consumption, services and economy, which had a direct impact on the lives of our consumers. The debates were edited and broadcast in weekly editions of the CPFL Café Filosófico show on the channel TV Cultura and its affiliates nationwide. In addition to the TV broadcast, the debates were posted on www.institutocpfl.org.br and on social media, such as Facebook, Instagram and Twitter. In addition to the debates with free entrance and live streaming, the CPFL Cultura Institute organized free weekly movie showings in the year, with various topics, such as Olympic sports, future scenarios for Brazil, classics and series to honor specific directors, such as Alfred Hitchcock, Ridley Scott and Martin Scorsese. It brought to the interior region of São Paulo the CPFL Arts and Culture Circuit, which featured showings of Brazilian movies and documentaries, as well as sustainability workshops conducted in partnership with the Cinesolar project, a mobile cinema powered by solar energy. In addition to showings in public spaces, the institute organized private showings at vocational schools in five cities in the interior region of São Paulo state, in partnership with Centro Paula Souza. Also in Campinas, the institute organized the III Brazilian Contemporary Music Festival in partnership with the State University of Campinas (Unicamp). In the area of education, the institute organized, jointly with the Portuguese Language Museum, a free exhibition on the origins and uses of our language. Targeting a younger public, the exhibition was visited by more than 11,000 people, including students from 35 public schools in the region;

 

4 Includes RGE Sul
5 Do not include RGE Sul
6 Do not include RGE Sul  

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

(ii) Program to Revitalize Philanthropic Hospitals - aims to improve the administrative performance of philanthropic hospitals and improve the quality of services provided to the community. In 2016, the Program served 20 hospitals in the regions of Barretos and Marília. The investment amounted to R$870,000; (iii) Support for Municipal Councils on Children’s Rights (CMDCA) (1% of Income Tax) - In 2016, the Group’s companies allocated R$1,483,660.00 to the Municipal Fund for Children for 12 municipalities in the concession area. The funds will be used to support the situational diagnoses and actions plans conducted in 2015/16. (iv) Support for Municipal Councils on Elderly Rights (CMDI) (1% of Income Tax) - In 2016, the Group’s companies allocated R$1,030,600.00 to the Municipal Fund for the Elderly for three municipalities to support the pilot project entitled “City for All Ages;” (v) Volunteer Work - In 2016, there were 45 actions that engaged approximately 1,700 volunteers. The actions organized in seven cities in the concession area benefitted approximately 5,400 people directly and around 20,000 indirectly. The program reached some important milestones in the year, such as the pilot module of the volunteer program Pro Bono being implemented in Campinas; (vi) Energy Efficiency (0.5% of net operating income) - a total of over R$97.7 million was invested, of which R$54.0 million was allocated to projects targeting low-income consumers, which led to (a) the normalization of 3,057 clients; (b) the replacement of 5,746 refrigerators; (c) the replacement of 188,135 light bulbs with more efficient models (LED); (d) the installation of 5,275 solar water heaters, 3,500 heat exchangers and 6,438 E-Power controllers to reduce shower consumption, the execution of educational projects; (e) the program CPFL nas Escolas and the Manufacturers’ Energy Efficiency Education Program (PEEE), which involved 32 municipal and state public schools, with training administered to 14,032 students and 2,392 professors in 32 municipalities for investment of over R$4.9 million. Furthermore, actions were implemented to capture efficiency gains at (f) 39 Public Buildings, 19 Schools, 34 Hospitals and 17 Philanthropic Institutes for an additional investment of R$5.7 million; (g) residential bonus project that led to the replacement of 7,053 refrigerators and 43,617 LED light bulbs for investment of over R$12.8 million; (h) 4 municipal energy management projects for investments of over R$78,900; (i) 3 commercial projects for investment of over R$3.6 million; (j) 3 industrial projects for investment of over R$4.2 million; and (k) public lighting projects that involved replacing 1,618 lamps for investment of over R$2.0 million. Of this total, R$87.3 million (0.4%) was invested in clients and R$10.4 million (0.1%) was provisioned, in accordance with Federal Law 13,280/2016, to be transferred at an opportune time to PROCEL; (vii) Geekie Project - works to reduce learning gaps among students and to train teachers and regional managers by implementing an online adaptive learning platform. In 2016, 5,900 students from 15 public schools in Botucatu, São Paulo were benefitted. The investment amounted to R$586,000, which was financed by the Social Subcredit facility of the Brazilian Development Bank (BNDES); (viii) Tamboro Project - works to implement new educational methodologies by using an adaptive learning platform based on games. In 2016, 7,600 students from nine public schools in Sumaré, São Paulo were benefitted. The investment amounted to R$811,000, which was financed by the Social Subcredit facility of the BNDES; (ix) ToLife Project - Implementation of a system for classifying clinical risk and organizing patient flows at emergency rooms in public hospitals and/or hospitals that serve the National Health System (SUS). In 2016, six healthcare units in Campinas were served, for investment of R$980,000, which was financed by Social Subcredit facility of the BNDES; (x) Community Library Project - works to democratize access to literature and contribute to the effectiveness of Federal Law 12,244/10, which determines that by 2020 all education institutions in Brazil must have a library. In 2016, the implementation of three libraries in Marília, Bebedouro and Campinas in São Paulo state was begun. The investment amounted to R$140,000, which was financed by the Social Subcredit facility of the BNDES; and (xi) Electrician School - works to train a group of skilled electricians and to mitigate the risks of a labor blackout. It also constitutes a social investment, since it offers free training to people in the job market, while also training future employees before hiring them. As of 2016, we had trained 215 new electricians, of whom 143 were hired.  

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Environmental management: (i) CPFL Energia’s greenhouse gas emissions inventory was awarded a gold medal by the Brazilian GHG Protocol Program and all information regarding inventories is available in the website: http://registropublicodeemissoes.com.br/participantes/1077; (ii) for the fifth straight year, the company’s stock was selected as a component of the Dow Jones Sustainability Emerging Markets Index. CPFL Energia stock was also selected, for the 12th straight year, as a component of the Corporate Sustainability Index (ISE) of the BM&FBovespa for 2017; and (iii) each company in the Group developed projects to mitigate the social and environmental impacts of its projects, with the following highlights:
 
Energy generation - Foz do Chapecó HEP – (i) In the 2015/2016 reproductive cycle, 547,850 curimbatá fry were released into the Uruguay River to replenish the population. The fry were raised at the Águas de Chapecó Fish Farming Station through a partnership between the company and the Goio-En Institute; (ii) the seedling nursery at the Bioplant expanded its capacity from 30,000 to 70,000 seedlings, which supported an increase in the distribution of seedlings of high-quality genetics for the rural producers benefitting from the project, which works to boost income generation and improve the quality of life of the populations affected by the plant's construction; (iii) based on an audit conducted in October 2016, the certification company BSI recommended the renewal of the certifications for the Integrated Management System of FCE (ISO 9001, ISO 14001 and OHSAS 18001); Ceran maintains an Integrated Management System at the company’s headquarters and at its plants (Monte Claro, Castro Alves and 14 de Julho). The System meets the requirements of the standards ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007, and its certificates are valid through January 2018; HEP Campos Novos (Enercan) - (i) In 2016, ENERCAN supported various initiatives to support the region’s cultural, social, environmental and economic development by sponsoring 55 projects in the region of the Campos Novos Hydroelectric Powerplant, with total investment of R$2.8 million, considering both funds allocated under incentive laws and corporate funds; (ii) For the fifth straight year, ENERCAN organized the Conservation Project for Permanent Preservation Areas (PPA) in partnership with residents along the reservoir of the Campos Novos HEP, awarding the five best initiatives. The program’s good results led the company to win the 2016 Fritz Müller Award, which is considered the most important environmental award in the state of Santa Catarina; (iii) ENERCAN, in partnership with the Santa Catarina State Agricultural Research Agency (Epagri), the National Rural Learning Service (SENAR) and state agriculture departments, supported fruit and fish farming projects to contribute to the development of the local economy and provide an alternative source of income for the region’s farmers. 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 management techniques; Barra Grande HEP (BAESA) – (i) in 2015, the Social and Environmental Responsibility Program supported various projects in municipalities within the area of influence of the Barra Grande HEP. Focusing on income generation, the environment, culture, sports, public safety and social development, the projects received funds from the company, shareholders and local partners; (ii) implementation of the fifth edition of the Program to Encourage Conservation of the Permanent Preservation Area of the reservoir, which recognizes actions by local residents to preserve vegetation. In 2016, ten residents received awards in a ceremony held during the 8th BAESA Sustainability Week, an annual event to showcase the social and environmental projects implemented in municipalities within the area of influence of the Barra Grande HEP; iii) BAESA, in partnership with the Municipal Government of Pinhal da Serra and the National Historical and Artistic Heritage Institute (IPHAN), inaugurated the Pinhal da Serra Archaeologic Park located in Linha São Jorge. The Park features archaeologic artifacts gathered before, during and after the implementation of the Barra Grande HEP, and reveals some of the history of the region’s former inhabitants, who occupied the site some 700 years ago. (iv) Transparency and a correction to its statement of greenhouse gas emissions earned BAESA the Gold Seal from the GHG Protocol. The Gold Seal is the highest honor conferred by the program and attests to the transparency of the information provided in BAESA's 2015 Inventory.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Energy distribution – (i) continuation of the Urban Road Forestry Program, with the donation of seedlings to municipal governments in São Paulo state; (ii) its Advanced Stations are regularly assessed for environmental risks and legal requirements, and a ranking system and an action plan for improvements were developed; (iii) for environmental emergencies, distributors hold agreements with a specialized company as well as environmental insurance. For minor incidents, the Advanced Stations and vehicles equipped with hydraulic devices carry environmental emergency kits for immediate use; (iii) CPFL Paulista, RGE and CPFL Santa Cruz, in partnership with the municipal governments of seven cities in their concession areas, launched the Forestry + Safety Project, an initiative that works to revitalize urban forestry by replacing trees that pose risks to residents and to the power grid with species that require less pruning and coexist better with the grid.

 

 

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 provided, in 2016, 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, 2016, apart from the audit of financial statements and review of interim information, Deloitte provided the following audit services:

 

 

The hiring of independent auditors, in accordance with the Bylaws, is recommended by the Fiscal Council, and the Board of Directors deliberates on the selection or removal of independent auditors.

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

 

 

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(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

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 2016. 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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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Notes to Financial Statements

CPFL ENERGIA S.A.

Statements of financial position at December 31, 2016 and 2015

(in thousands of Brazilian reais - R$)

                   
     

Parent company

 

Consolidated

ASSETS

Note

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

 

Dec. 31, 2015

                   

CURRENT ASSETS

                 

Cash and cash equivalents

5

 

64,973

 

424,192

 

6,164,997

 

5,682,802

Consumers, concessionaires and licensees

6

 

-

 

-

 

3,765,893

 

3,174,918

Dividends and interest on capital

13

 

642,978

 

1,227,590

 

73,328

 

91,392

Securities

   

-

 

-

 

449

 

23,633

Taxes recoverable

7

 

82,836

 

72,885

 

403,848

 

475,211

Derivatives

35

 

-

 

70,153

 

163,241

 

627,493

Sector financial asset

8

 

-

 

-

 

-

 

1,464,019

Leases

   

-

 

-

 

19,281

 

12,883

Concession financial asset

11

 

-

 

-

 

10,700

 

9,630

Other receivables

12

 

229

 

942

 

777,451

 

946,670

TOTAL CURRENT ASSETS

   

791,016

 

1,795,763

 

11,379,187

 

12,508,652

                   

NONCURRENT ASSETS

                 

Consumers, concessionaires and licensees

6

 

-

 

-

 

203,185

 

128,946

Associates, subsidiaries and parent company

32

 

52,582

 

2,814

 

47,631

 

84,265

Escrow Deposits

22

 

710

 

630

 

550,072

 

1,227,527

Securities

   

-

 

-

 

62

 

-

Taxes recoverable

7

 

-

 

-

 

198,286

 

167,159

Sector financial assets

8

 

-

 

-

 

-

 

489,945

Derivatives

35

 

-

 

-

 

641,357

 

1,651,260

Deferred tax assets

9

 

171,073

 

140,389

 

922,858

 

334,886

Advance for future capital increase

13

 

-

 

52,680

 

-

 

-

Leases

10

 

-

 

-

 

50,541

 

34,504

Concession financial asset

11

 

-

 

-

 

5,363,144

 

3,597,474

Investments at cost

   

-

 

-

 

116,654

 

116,654

Other receivables

12

 

26,261

 

14,919

 

715,650

 

560,014

Investments

13

 

7,866,100

 

6,940,036

 

1,493,753

 

1,247,631

Property, plant and equipment

14

 

1,199

 

1,215

 

9,712,998

 

9,173,217

Intangible assets

15

 

24

 

24

 

10,775,613

 

9,210,338

TOTAL NONCURRENT ASSETS

   

8,117,948

 

7,152,706

 

30,791,805

 

28,023,819

                   

TOTAL ASSETS

   

8,908,964

 

8,948,469

 

42,170,992

 

40,532,471

 

 

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

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

CPFL Energia S.A.

Statements of financial position at December 31, 2016 and 2015

(in thousand of Brazilian reais - R$)

                   
 

Note

 

Parent Company

Consolidated

LIABILITIES AND EQUITY

 

December 31, 2016

 

December 31, 2015

 

December 31, 2016

 

December 31, 2015

                   

CURRENT LIABILITIES

                 

Trade payables

16

 

3,760

 

1,157

 

2,728,130

 

3,161,210

Interest on debts

17

 

-

 

38,057

 

129,364

 

118,267

Interest on debentures

18

 

15,334

 

-

 

305,180

 

232,227

Borrowings

17

 

-

 

935,196

 

1,746,284

 

2,831,654

Debentures

18

 

-

 

-

 

1,242,095

 

458,165

Private pension plan

19

 

-

 

-

 

33,209

 

802

Regulatory charges

20

 

-

 

-

 

366,078

 

852,017

Taxes, fees and contributions

21

 

454

 

747

 

681,544

 

653,342

Dividend

25

 

218,630

 

212,531

 

232,851

 

221,855

Estimated payroll

   

-

 

-

 

131,707

 

79,924

Derivatives

35

 

-

 

981

 

6,055

 

981

Sector financial liability

8

 

-

 

-

 

597,515

 

-

Use of public asset

23

 

-

 

-

 

10,857

 

9,457

Other payables

24

 

17,577

 

18,041

 

807,623

 

904,971

TOTAL CURRENT LIABILITIES

   

255,755

 

1,206,708

 

9,018,492

 

9,524,873

                   

NONCURRENT LIABILITIES

                 

Trade payables

16

 

-

 

-

 

129,781

 

633

Interest on debts

17

 

-

 

-

 

144,709

 

120,659

Interest on debentures

18

 

-

 

-

 

29,153

 

16,487

Borrowings

17

 

-

 

-

 

11,023,685

 

11,592,206

Debentures

18

 

612,251

 

-

 

7,423,519

 

6,363,552

Private pension plan

19

 

-

 

-

 

1,019,233

 

474,318

Taxes, fees and contributions

21

 

-

 

-

 

26,814

 

-

Deferred tax liabilities

9

 

-

 

-

 

1,324,134

 

1,432,594

Provision for tax, civil and labor risks

22

 

1,008

 

1,635

 

833,276

 

569,534

Derivatives

35

 

-

 

-

 

112,207

 

33,205

Sector financial liability

8

 

-

 

-

 

317,406

 

-

Use of public asset

23

 

-

 

-

 

86,624

 

83,124

Allowance for equity investment losses

13

 

19,302

 

33,969

 

-

 

-

Other payables

24

 

50,628

 

31,961

 

309,292

 

191,148

TOTAL NONCURRENT LIABILITIES

   

683,188

 

67,565

 

22,779,832

 

20,877,460

                   

EQUITY

25

               

Issued capital

   

5,741,284

 

5,348,312

 

5,741,284

 

5,348,312

Capital reserves

   

468,014

 

468,082

 

468,014

 

468,082

Legal reserve

   

739,102

 

694,058

 

739,102

 

694,058

Statutory reserve - concession financial asset

   

702,928

 

585,451

 

702,928

 

585,451

Statutory reserve - working capital improvement

   

545,505

 

392,972

 

545,505

 

392,972

Additional dividend proposed

   

7,820

 

-

 

7,820

 

-

Accumulated comprehensive income

   

(234,633)

 

185,321

 

(234,633)

 

185,321

     

7,970,021

 

7,674,196

 

7,970,021

 

7,674,196

Equity attributable to noncontrolling interests

   

-

 

-

 

2,402,648

 

2,455,942

TOTAL EQUITY

   

7,970,021

 

7,674,196

 

10,372,668

 

10,130,138

                   

TOTAL LIABILITIES AND EQUITY

   

8,908,964

 

8,948,469

 

42,170,992

 

40,532,471

 

 

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

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

CPFL Energia S.A.

Statements of profit or loss for the years ended December 31, 2016 and 2015

(in thousand of Brazilian reais - R$, except for earnings per share)

                 
                 
 

Note

Parent Company

 

Consolidated

 

2016

2015

 

2016

2015
(Restated*)

NET OPERATING REVENUE

27

1,713

 

1,157

 

19,112,089

 

20,599,212

COST OF ELECTRIC ENERGY SERVICES

               

Cost of electric energy

28

-

 

-

 

(11,200,242)

 

(13,311,747)

Cost of operation

29

-

 

-

 

(2,248,795)

 

(1,907,197)

Cost of services rendered to third parties

29

-

 

-

 

(1,357,032)

 

(1,049,101)

   

 

 

 

 

 

 

 

GROSS PROFIT

 

1,713

 

1,157

 

4,306,020

 

4,331,167

Operating expenses

29

             

Sales expenses

 

-

 

-

 

(547,251)

 

(464,583)

General and administrative expenses

 

(50,860)

 

(29,911)

 

(849,416)

 

(863,499)

Other operating expense

 

-

 

-

 

(386,746)

 

(357,653)

   

 

 

 

 

 

 

 

INCOME FROM ELECTRIC ENERGY SERVICES

 

(49,147)

 

(28,754)

 

2,522,608

 

2,645,433

                 

Equity interests in associates and joint ventures

13

922,362

 

926,951

 

311,414

 

216,885

FINANCE INCOME (COSTS)

30

             

Finance income

 

70,878

 

74,854

 

1,200,503

 

1,143,247

Finance costs

 

(53,694)

 

(97,802)

 

(2,653,977)

 

(2,551,110)

   

17,183

 

(22,948)

 

(1,453,474)

 

(1,407,863)

PROFIT BEFORE TAXES

 

890,398

 

875,250

 

1,380,547

 

1,454,454

Social contribution

9

(1,075)

 

(797)

 

(150,859)

 

(160,162)

Income tax

9

11,562

 

(9,513)

 

(350,631)

 

(419,015)

   

10,487

 

(10,309)

 

(501,490)

 

(579,177)

                 

PROFIT FOR THE YEAR

 

900,885

 

864,940

 

879,057

 

875,277

                 

Profit attributable to the owners of the Company

         

900,885

 

864,940

Profit (loss) attributable to noncontrolling interests

         

(21,828)

 

10,337

Basic earnings per share attributable to owners of the Company (R$):

26

0.89

 

0.85

       

Diluted earnings per share attributable to owners of the Company (R$):

26

0.87

 

0.83

       

(*) Include the effects of note 2.8

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

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

CPFL Energia S.A.

Statements of comprehensive income for the years ended December 31, 2016 and 2015

(in thousand of Brazilian reais - R$)

         
   

Parent Company

   

2016

2015

Profit for the year

 

900,885

 

864,940

         

Other comprehensive income

       

Items that will not be reclassified subsequently to profit and loss

       

- Equity interests in subsidiaries, associates and joint ventures

 

(394,175)

 

65,547

         

Total Comprehensive income for the year

 

506,709

 

930,488

         
         
         
         
   

Consolidated

   

2016

2015

         

Profit for the year

 

879,057

 

875,277

         

Other comprehensive income

       

Items that will not be reclassified subsequently to profit and loss

       

- Actuarial gains (losses), net of tax effects

 

(394,175)

 

65,547

         

Total Comprehensive income for the year

 

484,882

 

940,825

Attributable to owners of the Company

 

506,709

 

930,488

Attributable to noncontrolling interests

 

(21,828)

 

10,337

 

 

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

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

CPFL Energia S.A.

Statements of changes in shareholders' equity for the years ended December 31, 2016 and 2015

(in thousand of Brazilian reais - R$)

         

Earning reserves

 

Accumulated comprehensive income

         

Noncontrolling interests

 
         

 

 

Statutary reserves

 

 

 

 

 

 

         

 

 

 

   
 

Issued capital

 

Capital reserves

 

Legal reserve

 

Concession financial asset

 

Working capital improvement

 

Dividend

 

Deemed cost

 

Private pension plan

 

Retained earnings

 

Total

 

Accumulated comprehensive income

 

Other equity components

Total equity

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

Profit for the year

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

864,940

 

864,940

 

-

 

10,337

 

875,277

Other comprehensive income - actuarial gains

-

 

-

 

-

 

-

 

-

 

-

 

-

 

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 property, plant and equipment

-

 

-

 

-

 

-

 

-

 

-

 

(39,574)

 

-

 

39,574

 

-

 

(2,550)

 

2,550

 

-

Tax on realization of deemed cost

-

 

-

 

-

 

-

 

-

 

-

 

13,455

 

-

 

(13,455)

 

-

 

867

 

(867)

 

-

Recognition of legal reserve

-

 

-

 

43,247

 

-

 

-

 

-

 

-

 

-

 

(43,247)

 

-

 

-

 

-

 

-

Changes in statutory reserve in the year

-

 

-

 

-

 

255,013

 

392,972

 

-

 

-

 

-

 

(647,985)

 

-

 

-

 

-

 

-

Other changes in noncontrolling interests

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(48)

 

(48)

                                                   

Capital transactions with owners

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

Additional dividend 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

 

585,450

 

392,972

 

-

 

457,491

 

(272,170)

 

-

 

7,674,196

 

15,320

 

2,440,623

 

10,130,140

                                                   

Total comprehensive income

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(394,175)

 

900,885

 

506,710

 

-

 

(21,828)

 

484,882

Profit for the year

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

900,885

 

900,885

 

-

 

(21,828)

 

879,057

Other comprehensive income - actuarial losses

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(394,175)

 

-

 

(394,175)

 

-

 

-

 

(394,175)

                                                   

Internal changes of shareholders'equity

-

 

-

 

45,044

 

117,478

 

545,505

 

-

 

(25,778)

 

-

 

(682,249)

 

-

 

(1,748)

 

573

 

(1,176)

Realization of deemed cost of property, plant and equipment

-

 

-

 

-

 

-

 

-

 

-

 

(39,058)

 

-

 

39,058

 

-

 

(2,649)

 

2,649

 

-

Tax on realization of deemed cost

-

 

-

 

-

 

-

 

-

 

-

 

13,280

 

-

 

(13,280)

 

-

 

901

 

(901)

 

-

Recognition of legal reserve

-

 

-

 

45,044

 

-

 

-

 

-

 

-

 

-

 

(45,044)

 

-

 

-

 

-

 

-

Changes in statutory reserve in the year

-

 

-

 

-

 

117,478

 

545,505

 

-

 

-

 

-

 

(662,983)

 

-

 

-

 

-

 

-

Other changes in noncontrolling interests

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,176)

 

(1,176)

                                                   

Capital transactions with owners

392,972

 

(68)

 

-

 

-

 

(392,972)

 

7,820

 

-

 

-

 

(218,636)

 

(210,884)

 

-

 

(30,292)

 

(241,176)

Capital increase

392,972

 

-

 

-

 

-

 

(392,972)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Prescribed dividend

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

3,144

 

3,144

 

 

-

 

3,144

Additional dividend proposed

-

 

-

 

-

 

-

 

-

 

7,820

 

-

 

-

 

(7,820)

 

-

 

 

-

 

-

Dividend distributed to noncontrolling interests

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(30,827)

 

(30,827)

Dividend proposal approved

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(213,960)

 

(213,960)

 

-

 

-

 

(213,960)

Capital increase in subsidiaries with no change in control

-

 

(68)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(68)

 

-

 

535

 

467

                                                   

Balance at December 31, 2016

5,741,284

 

468,014

 

739,102

 

702,928

 

545,505

 

7,820

 

431,713

 

(666,346)

 

-

 

7,970,021

 

13,572

 

2,389,076

 

10,372,668

 

 

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

 

21

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

CPFL Energia S/A

Statements of cash flow for the years ended December 31, 2016 and 2015

(in thousand of Brazilian reais - R$)

                 
   

Parent Company

Consolidated

   

December 31, 2016

 

December 31, 2015

 

December 31, 2016

 

December 31, 2015

                 

Profit before taxes

 

890,398

 

875,250

 

1,380,547

 

1,454,454

Adjustment to reconcile profit to cash from operating activities

               

Depreciation and amortization

 

193

 

170

 

1,291,165

 

1,279,902

Provision for tax, civil and labor risks

 

425

 

1,497

 

228,292

 

258,539

Allowance for doubtful debts

 

-

 

-

 

176,349

 

126,879

Interest on debts, inflation adjustment and exchange rate changes

 

42,395

 

94,588

 

2,052,959

 

1,519,819

Pension plan expense

 

-

 

-

 

76,638

 

60,184

Equity interests in associates and joint ventures

 

(922,362)

 

(926,952)

 

(311,414)

 

(216,885)

Impairment

 

-

 

-

 

48,291

 

38,956

Loss on disposal of noncurrent assets

 

-

 

-

 

83,576

 

16,309

Deferred taxes (PIS and COFINS)

 

-

 

-

 

(8,579)

 

19,138

Others

 

-

 

-

 

(1,832)

 

(5,825)

   

11,049

 

44,553

 

5,015,992

 

4,551,470

DECREASE (INCREASE) IN OPERATING ASSETS

               

Consumers, concessionaires and licensees

 

-

 

-

 

(205,828)

 

(1,055,143)

Dividend and interest on capital received

 

1,606,073

 

627,014

 

83,356

 

24,050

Taxes recoverable

 

3,261

 

(12,350)

 

128,453

 

(62,041)

Escrow deposits

 

(37)

 

(48)

 

756,171

 

22,827

Sector financial asset

 

-

 

-

 

2,494,223

 

(858,860)

Receivables - Eletrobras

 

-

 

-

 

186,052

 

181,141

Concession financial assets (transmission companies)

 

-

 

-

 

(55,134)

 

(44,243)

Other operating assets

 

(10,033)

 

933

 

265,404

 

(82,278)

                 

INCREASE (DECREASE) IN OPERATING LIABILITIES

               

Trade payables

 

2,603

 

366

 

(782,963)

 

787,063

Other taxes and social contributions

 

(1,162)

 

804

 

(63,986)

 

412,703

Other liabilities with private pension plan

 

-

 

-

 

(77,183)

 

(112,172)

Regulatory charges

 

-

 

-

 

(514,935)

 

808,223

Tax, civil and labor risks paid

 

(1,115)

 

(674)

 

(216,998)

 

(247,512)

Sector financial liability

 

-

 

-

 

288,144

 

(23,170)

Payables - amounts provided by the CDE

 

-

 

-

 

(70,907)

 

19,696

Other operating liabilities

 

18,203

 

(3,907)

 

(148,967)

 

107,930

CASH FLOWS PROVIDED BY OPERATIONS

 

1,628,842

 

656,691

 

7,080,894

 

4,429,684

Interest paid on debts and debentures

 

(45,470)

 

(36,858)

 

(1,570,985)

 

(1,595,649)

Income tax and social contribution paid

 

(27,117)

 

(2,172)

 

(875,883)

 

(276,061)

NET CASH FROM OPERATING ACTIVITIES

 

1,556,255

 

617,661

 

4,634,026

 

2,557,974

                 

INVESTING ACTIVITIES

               

Price paid in business combination net of cash acquired

 

-

 

-

 

(1,496,675)

 

-

Capital increase in investees

 

-

 

(490,010)

 

-

 

-

Gain on sales of interest in joint ventures

 

-

 

-

 

-

 

10,454

Purchases of property, plant and equipment

 

(573)

 

(535)

 

(1,026,867)

 

(550,003)

Securities, pledges and restricted deposits

 

(200)

 

-

 

(125,517)

 

(147,914)

Purchases of intangible assets

 

-

 

(12)

 

(1,211,082)

 

(877,793)

Sale of noncurrent assets

 

-

 

-

 

-

 

10,586

Advances for future capital increases

 

(1,384,520)

 

(52,680)

 

-

 

-

Intragroup loans

 

(41,405)

 

10,845

 

44,922

 

29,776

   

 

 

 

 

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

(1,426,698)

 

(532,392)

 

(3,815,219)

 

(1,524,894)

                 

FINANCING ACTIVITIES

               

Capital increase by noncontrolling interests

 

-

 

-

 

467

 

7

Borrowings and debentures raised

 

609,060

 

829,997

 

3,774,355

 

4,532,167

Repayment of principal of borrowings and debentures

 

(888,408)

 

(1,290,000)

 

(4,016,693)

 

(4,037,685)

Repayment of derivatives

 

(4,711)

 

-

 

158,242

 

(135,309)

Repayment for business combinations

 

-

 

-

 

(21,234)

 

(61,709)

Dividend and interest on capital paid

 

(204,717)

 

(850)

 

(231,749)

 

(5,204)

NET CASH GENERATED BY (USED IN) FINANCING ACTIVITIES

 

(488,776)

 

(460,853)

 

(336,612)

 

292,267

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

(359,219)

 

(375,584)

 

482,195

 

1,325,347

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR

 

424,192

 

799,775

 

5,682,802

 

4,357,455

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

 

64,973

 

424,192

 

6,164,997

 

5,682,802

 

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

22

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

CPFL Energia S.A.

Statements of value added for the years ended December 31, 2016 and 2015

(in thousand of Brazilian reais - R$)

               
 

Parent Company

Consolidated

 

2016

 

2015

 

2016

 

2015
(Restated*)

1 - Revenues

2,461

 

1,821

 

31,664,675

 

34,770,704

1.1 Operating revenues

1,888

 

1,274

 

29,430,560

 

33,255,632

1.2 Revenue related to the construction of own assets

573

 

547

 

1,056,442

 

595,282

1.3 Revenue from construction of concession infrastructure

-

 

-

 

1,354,023

 

1,046,669

1.4 Allowance for doubtful debts

-

 

-

 

(176,349)

 

(126,879)

               

2 - (-) Inputs

(13,305)

 

(10,322)

 

(16,150,083)

 

(17,590,769)

2.1 Electricity purchased for resale

-

 

-

 

(12,452,018)

 

(14,749,957)

2.2 Material

(625)

 

(586)

 

(1,711,064)

 

(1,116,288)

2.3 Outsourced services

(10,420)

 

(7,239)

 

(1,352,299)

 

(1,122,529)

2.4 Others

(2,260)

 

(2,496)

 

(634,701)

 

(601,995)

               

3 - Gross value added (1+2)

(10,844)

 

(8,501)

 

15,514,592

 

17,179,935

               

4 - Retentions

(193)

 

(170)

 

(1,293,924)

 

(1,281,727)

4.1 Depreciation and amortization

(193)

 

(170)

 

(1,038,814)

 

(979,062)

4.2 Amortization of intangible assets of concession

-

 

-

 

(255,110)

 

(302,665)

               

5 - Net value added generated (3+4)

(11,037)

 

(8,670)

 

14,220,668

 

15,898,208

               

6 - Value Added received in transfer

998,853

 

1,011,013

 

1,609,777

 

1,446,645

6.1 Financial income

76,491

 

84,061

 

1,298,363

 

1,229,760

6.2 Interest in subsidiaries, associates and joint ventures

922,362

 

926,951

 

311,414

 

216,885

               

7 - Value Added to be distributed (5+6)

987,815

 

1,002,342

 

15,830,445

 

17,344,853

               

8 - Distribution of value added

             

8.1 Personnel and charges

33,168

 

16,939

 

1,073,118

 

905,102

8.1.1 Direct remuneration

17,914

 

9,963

 

660,138

 

562,082

8.1.2 Benefits

13,978

 

5,987

 

359,604

 

298,738

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

1,276

 

988

 

53,376

 

44,283

8.2 Taxes, fees and contributions

483

 

28,424

 

11,066,274

 

12,910,440

8.2.1 Federal

443

 

28,394

 

6,109,701

 

8,207,474

8.2.2 Estate

40

 

30

 

4,938,832

 

4,688,978

8.2.3 Municipal

-

 

-

 

17,742

 

13,988

8.3 Lenders and lessors

53,279

 

92,040

 

2,811,995

 

2,654,033

8.3.1 Interest

53,229

 

91,918

 

2,743,600

 

2,600,948

8.3.2 Rental

50

 

121

 

68,394

 

53,085

8.4 Interest on capital

900,885

 

864,940

 

879,057

 

875,278

8.4.1 Dividend (including additional proposed)

192,857

 

173,708

 

143,379

 

164,228

8.4.2 Retained earnings

708,027

 

691,232

 

735,678

 

711,050

 

987,815

 

1,002,342

 

15,830,444

 

17,344,853

(*) Include the effects of note 2.8

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

 

23

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

CPFL ENERGIA S.A.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015

(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 – 14th floor - Office 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 period

 

End of the concession

                             

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

 

Publicly-held corporation

 

Direct
100%

 

Interior of São Paulo

 

234

 

4,311

 

30 years

 

November 2027

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

 

Publicly-held corporation

 

Direct
100%

 

Interior and coast of São Paulo

 

27

 

1,695

 

30 years

 

October 2028

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

 

Publicly-held corporation

 

Direct
100%

 

Interior of Rio Grande do Sul

 

255

 

1,461

 

30 years

 

November 2027

RGE Sul Distribuidora de Energia S.A. ("RGE Sul") (a)

 

Publicly-held corporation

 

Indirect
100%

 

Interior of Rio Grande do Sul

 

118

 

1,320

 

30 years

 

November 2027

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

 

Privately-held corporation

 

Direct
100%

 

Interior of São Paulo and Paraná

 

27

 

209

 

30 years

 

July 2045

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

 

Privately-held corporation

 

Direct
100%

 

Interior of São Paulo

 

7

 

58

 

30 years

 

July 2045

Companhia Jaguari de Energia ("CPFL Jaguari")

 

Privately-held corporation

 

Direct
100%

 

Interior of São Paulo

 

2

 

41

 

30 years

 

July 2045

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

 

Privately-held corporation

 

Direct
100%

 

Interior of São Paulo

 

5

 

85

 

30 years

 

July 2045

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

 

Privately-held corporation

 

Direct
100%

 

Interior of São Paulo and Minas Gerais

 

4

 

47

 

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 share

                         

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

 

Publicly-held corporation

 

Direct
100%

 

São Paulo and Goiás

 

3 Hydropower plants (b)

 

1,295

 

688

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

 

Privately-held corporation

 

Indirect
65%

 

Rio Grande do Sul

 

3 Hydropower plants

 

360

 

234

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

 

Privately-held corporation

 

Indirect
51%

 

Santa Catarina and
Rio Grande do Sul

 

1 Hydropower plant

 

855

 

436

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

 

Privately-held corporation

 

Indirect
48.72%

 

Santa Catarina

 

1 Hydropower plant

 

880

 

429

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

 

Publicly-held corporation

 

Indirect
25.01%

 

Santa Catarina and
Rio Grande do Sul

 

1 Hydropower plant

 

690

 

173

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

 

Privately-held corporation

 

Indirect
53.34%

 

Paraíba

 

2 Thermal plants

 

342

 

182

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

 

Privately-held corporation

 

Indirect
59.93% (c)

 

Tocantins

 

1 Hydropower plant

 

903

 

63

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

 

Publicly-held corporation

 

Indirect
51.60%

 

(d)

 

(d)

 

(d)

 

(d)

CPFL Centrais Geradoras Ltda ("CPFL Centrais Geradoras")

 

Limited liability company

 

Direct
100%

 

São Paulo and Minas Gerais

 

6 small hydropower plants

 

4

 

4

 

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 Brasil Varejista")

 

Privately-held corporation

 

Energy commercialization

 

Indirect
100%

 

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

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 maintenance 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") (e)

 

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") (d)

 

Privately-held corporation

 

Energy transmission services

 

Indirect
100%

 

a)     RGE Sul Distribuidora de Energia S.A. (“RGE Sul”) is a publicly-held corporation engaged in providing electricity distribution services in all forms, and these activities are regulated by the Brazilian Electricity Regulatory Agency (“ANEEL”), linked to the Ministry of Mines and Energy. Additionally, RGE Sul is authorized to participate in programs that aim at other forms of energy, technology and services, including exploration of activities directly or indirectly derived from the use of assets, rights and technologies held by it. The CPFL Group took over the control of RGE Sul, formerly named AES Sul Distribuidora Gaúcha S.A., on October 31, 2016. For further details see note 13.4.1 – acquisition of AES Sul Distribuidora Gaúcha de Energia S.A.  (“AES Sul”).

 

b)     CPFL Geração has 51.54% of assured energy and power of the Serra da Mesa hydropower plant, whose concession is owned by Furnas. The thermoelectric plant Carioba and the hydropower plant Cariobinha are inactive while they await the position of the Ministry of Mines and Energy on the early termination of their concession and are not included in the table.

 

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

 

d)    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, 2016, CPFL Renováveis had a portfolio of 126 projects with installed capacity of 2,904.1 MW (2,054.3 MW in operation), as follows:

·       Hydropower generation: 47 SHP’s (555.3 MW) with 39 SHPs in operation (423 MW) and 8 SHPs under development (132.3 MW);

·       Wind power generation: 70 projects (1,977.7 MW) with 43 projects in operation (1,260.2 MW) and 27 projects under construction/development (717.5 MW);

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

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

 

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

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

( 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 13, 2017.

 

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 9 – Deferred tax assets and liabilities;

·         Note 11 – Concession financial asset;

·         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 27 – Net operating revenue; and

·         Note 35 – Financial instruments.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

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.

The Directors of Company use 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, see note 31 for further details.

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, 2016 and 2015, 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.

2.8  Restatements of the 2015 financial statements

After the review of their accounting practices, the Company and its electricity distribution subsidiaries, for a better presentation of their operating and financial performance, concluded that the adjustment of the expected cash flow of the indemnifiable concession financial asset of each distribution company, originally presented in the line item of finance income, within finance income (costs), should be more properly classified in the group of operating income, together with the other income related to their core activity. This allocation reflects more accurately the electricity distribution business model and allows a better presentation regarding its performance. This conclusion is based on the fact that:

              i.

Investing in infrastructure is an essential activity of the electricity distribution business whose management model is to construct, maintain and operate this infrastructure;

             ii.

Most players in distribution activity, as well as Transmission companies, have already adopted such classification, which improves comparability of financial statements among industry companies;

            iii.

Increase of inflation rates observed over the past few years has contributed to the rise of Concession Financial Asset’s carrying amount, which has contributed for the increasing relevance of such income in company’s consolidated income statement.

According to the guidance in CPC 23 / IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, the Company and its subsidiaries changed their accounting policy previously adopted to an accounting policy that better reflects the business performance of the Company and its subsidiaries (for the reasons mentioned above) and, therefore, made the retrospective reclassifications in their statements of profit or loss and value added, originally issued on March 7, 2016.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

The reclassifications made do not change the total assets, equity and profit for the year, or the statement of cash flows for the year.

The statements of profit or loss and value added for the year, for comparability purposes, are presented as follows:

·         Statements of profit or loss

   

Consolidated

   

2015

 

Reclassifications

 

2015
(Restated)

             

Net operating revenue

 

20,205,869

 

393,343

 

20,599,212

Cost of electric energy services

           

Cost of electric energy

 

(13,311,747)

     

(13,311,747)

Cost of operation

 

(1,907,197)

     

(1,907,197)

Cost of services rendered to third parties

 

(1,049,101)

     

(1,049,101)

Gross profit

 

3,937,825

 

393,343

 

4,331,168

             

Operating expenses

           

Selling expenses

 

(464,583)

     

(464,583)

General and administrative expenses

 

(863,499)

     

(863,499)

Other operating expenses

 

(357,653)

     

(357,653)

Income from electric energy services

 

2,252,090

 

393,343

 

2,645,433

             

Equity interests in associates and joint ventures

 

216,885

 

-

 

216,885

             

Finance income (costs)

           

Finance income

 

1,558,047

 

(414,800)

 

1,143,247

Finance costs

 

(2,572,567)

 

21,457

 

(2,551,110)

   

(1,014,520)

 

(393,343)

 

(1,407,863)

             

Profit before taxes

 

1,454,454

 

-

 

1,454,454

             

Social contribution

 

(160,162)

     

(160,162)

Income tax

 

(419,015)

 

 

 

(419,015)

   

(579,177)

 

-

 

(579,177)

             

Profit for the year

 

875,277

 

-

 

875,277

 

·         Statements of value added

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

   

Consolidated

   

2015

 

Reclassifications

 

2015
(Restated)

             

1 - Revenues

 

34,377,361

 

393,343

 

34,770,704

1.1 Operating revenues

 

32,862,289

 

393,343

 

33,255,632

1.2 Revenue related to the construction of own assets

 

595,282

     

595,282

1.3 Revenue from construction of concession infrastructure

 

1,046,669

     

1,046,669

1.4 Allowance for doubtful debts

 

(126,879)

     

(126,879)

             

2 - (-) Inputs

 

(17,590,769)

 

-

 

(17,590,769)

2.1 Electricity purchased for resale

 

(14,749,957)

     

(14,749,957)

2.2 Material

 

(1,116,288)

     

(1,116,288)

2.3 Outsourced services

 

(1,122,529)

     

(1,122,529)

2.4 Others

 

(601,995)

     

(601,995)

             

3 - Gross value added (1+2)

 

16,786,592

 

393,343

 

17,179,935

             

4 - Retentions

 

(1,281,727)

 

-

 

(1,281,727)

4.1 Depreciation and amortization

 

(979,062)

     

(979,062)

4.2 Amortization of intangible assets of concession

 

(302,665)

     

(302,665)

             

5 - Net value added generated (3+4)

 

15,504,865

 

393,343

 

15,898,208

             

6 - Value added received in transfer

 

1,861,445

 

(414,800)

 

1,446,645

6.1 Financial income

 

1,644,560

 

(414,800)

 

1,229,760

6.2 Interest in subsidiaries, associates and joint ventures

 

216,885

     

216,885

             

7 - Value added to be distributed (5+6)

 

17,366,310

 

(21,457)

 

17,344,853

             

8 - Distribution of value added

           

8.1 Personnel and charges

 

905,102

 

-

 

905,102

8.2 Taxes, fees and contributions

 

12,910,440

 

-

 

12,910,440

8.3 Lenders and lessors

 

2,675,490

 

(21,457)

 

2,654,033

8.3.1 Interest

 

2,622,405

 

(21,457)

 

2,600,948

8.3.2 Rental

 

53,085

 

-

 

53,085

8.4 Interest on capital

 

875,278

 

-

 

875,278

   

17,366,310

 

(21,457)

 

17,344,853

 

( 3 )      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used in preparing the Company’s individual and consolidated 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 IPCA (Extended Consumer Price Index) to the subsidiaries of the distribution segment. The financial asset is classified as available-for-sale, with the corresponding cash flow changes entry in an operating income/expense account in the statement of profit or loss for the year (notes 2.8 and 4). 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

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.

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 operating revenue for changes in the expectation of cash flow for the concession financial assets from the distribution subsidiaries, while changes in fair value 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.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

(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.

 

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 (assets and liabilities) 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, against the income from electric energy services.

In both cases, the finance income/cost related to the financing component in the contract 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.

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

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.

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 interest in associates and joint ventures” 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. Until December 31, 2015, such amounts were 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. Effective January 1, 2016, in compliance with the amendments to IAS 16/CPC 27 and to IAS 38/CPC 04 (R1), the Company adopted prospectively, for all cases, the straight-line amortization method over the remaining concession period. Accordingly, for 2016, the expense relating to the amortization of the concession intangible asset decreased by R$ 24,627.

 

(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.

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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 present 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. 

 

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.

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

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.

 

3.8  Employee benefits

Certain subsidiaries have post-employment benefits and pension plans, recognized under the accrual method in accordance with CPC 33 (R1) / IAS 19 (as revised 2011) “Employee benefits”, 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    Dividend 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 dividend 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.

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3.10 Revenue recognition

The operating revenue in the normal course of the subsidiaries’ activities is measured at the fair value of the consideration received or receivable. The operating revenue is recognized when there is convincing evidence that all significant risks and rewards were transferred to the buyer, it is probable that future economic benefits will flow to the entity, the associated costs can be reliably measured, and the amount of the operating revenue can be reliably measured.

The revenue from electric energy distribution is recognized when the energy is supplied. The energy distribution subsidiaries perform the reading of their customers based on a reading routine (calendar and reading route) and invoice monthly the consumption of MWh based on the reading performed for each consumer. As a result, part of the energy distributed during the month is not billed at the end of the month and, consequently, an estimate is developed by Management and recorded as “Unbilled”. This unbilled revenue estimate is calculated using as a base the total volume of energy of each distributor made available in the month and the annualized rate of technical and commercial losses. The revenue from energy generation sales is recognized based on the assured energy and at tariffs specified in the terms of the supply contracts or the current market price, as appropriate. The revenue from energy commercialization is recognized based on bilateral contracts with market agents and properly registered with the Electric Energy Commercialization Chamber – CCEE. No single consumer accounts for 10% or more of the Company’s total revenue.

The revenue from services provided is recognized when the service is provided, under a service agreement between the parties.

The 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 temporarily nondeductible 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 relating to the benefit of merged goodwill, which are amortized on a straight-line basis over 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 annual 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 / IAS 33.

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3.13 Government grants – CDE

Government grants are only recognized when it is reasonably certain that these amounts will be received by the Company and its subsidiaries. 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.

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 CPC 07 / IAS 20.

 

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).

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.

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.

At the acquisition date, other liabilities are recognized at fair value, except for: (i) deferred taxes, (ii) employee benefits, and (iii) equity instruments.

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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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 noncontrolling 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, CPFL ESCO 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 issued and adopted

A number of IASB and CPC standards were issued or revised and are mandatory for accounting periods beginning on January 1, 2016:

a)   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.

Considering that the Company and its subsidiaries are not first-time adopters of IFRS, IFRS 14 was not applicable to the Group.

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

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

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

The application of the amendments to IFRS 11 / CPC 19 (R2) did not have material impacts on the Company’s consolidated financial statements for the year ended December 31, 2016 since there were no acquisitions of joint operations during the year. Should such transactions occur, there may be impacts on the consolidated financial statements in future periods.

c)   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.

With the beginning of the effective period of the amendments, the Company started adopting prospectively the straight-line amortization method for the concession intangible asset, over the remaining concession period. This amendment resulted in an understatement of the amortization expense by R$ 24,627 in 2016.

d)   Amendments to IAS 1 / CPC 26 – Disclosure initiative

The amendments to IAS 1/CPC 26 provide guidance on the application of the materiality in practice. 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, 2016.

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

The amendments deal with the permitted methods to account for investments in subsidiaries, joint ventures and associates in separate financial statements. Considering that the Company does not prepare consolidated financial statements, the application of the amendments to IAS 27 did not have impacts on its financial statements for the year ended December 31, 2016.

f)    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 were applied and there was no impact on the disclosures or amounts recognized in the consolidated financial statements for the year ended December 31, 2016, since there were no sales or contributions of assets between the Company and its subsidiaries, associates and joint ventures during the year. Should such transactions occur, there may be impacts on the consolidated financial statements in future periods.

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g)   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 bring clarifications about exemption from preparing consolidated financial statements for entities whose subsidiary is an investment entity. Considering that the Company is not an investment entity and it does not have a subsidiary, associate or joint venture that qualifies as an investment entity, the application of the amendments to IFRS 10, IFRS 12 and IAS 28 did not have material impact on its consolidated financial statements for the year ended December 31, 2016.

h)   Annual Improvements to IFRSs 2012 – 2014 Cycle

The application of the amendments did not have material impact on the disclosures and amounts recognized in the Company’s consolidated financial statements for the year ended December 31, 2016.

 

3.18 New standards and interpretations issued and 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, 2016. Consequently, the Company has not adopted them:

a)     CPC 48 / IFRS 9 – Financial Instruments

CPC 48 / 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.

This standard establishes new requirements for classification and measurement of financial assets and liabilities. Financial assets are classified into three categories: (i) measured at fair value through profit or loss; (ii) measured at amortized cost, based on the business model within which they are held and the characteristics of their contractual cash flows; and; (iii) measured at fair value through other comprehensive income.

With regard to financial liabilities, the main alteration in relation to the requirements already set by IAS 39 / CPC 38 requires any change in fair value of a financial liability designated at fair value through profit or loss attributable to changes in the liability's credit risk to be stated in other comprehensive income and not in 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 / CPC 48 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 / CPC 48 retains three types of hedge accounting mechanisms currently available in IAS 39 / CPC 38. Under IFRS 9 / CPC 48, greater flexibility has been introduced to the types of transactions that are eligible for hedge accounting, more specifically regarding the types of instruments that qualify as hedging instruments and the types of risk components of non-financial items 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 in the calculation of impairment of financial instruments, the Company is assessing any impacts of the adoption of this standard.

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b)    CPC 47 / IFRS 15 and Clarifications to IFRS 15 - Revenue from contracts with customers

CPC 47 / 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: (i) Identify the contract with the customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract and (v) Recognize revenue when (or as) the entity satisfies a performance obligation.

Under IFRS 15 / CPC 47, 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 January 1, 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.

c)     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.

d)    Amendments to IAS 12 / CPC 32 – Recognition of Deferred Tax Assets for Unrealized Losses

Issued on January 19, 2016, the amendments to IAS 12 / CPC 32 clarify the requirements of recognition of deferred tax assets for unrealized losses on debt instruments and the method for assessing the existence of probable future taxable profits for the realization of temporarily nondeductible differences, to address the diversity in practice.

The amendments to IAS 12 / CPC 32 will be applicable for annual periods beginning on or after January 1, 2017, and its early adoption is permitted. The Company’s management estimates that the application of the amendments to IAS 12 / CPC 32 tends not to cause material impacts on its consolidated financial statements.

e)     Amendments to IAS 7 / CPC 03 – Disclosure initiative

Issued on January 29, 2016, the objective of the amendments to IAS 7 / CPC 03 from the Disclosure Initiative is for the entities to provide disclosures that permit the users of the financial statements to assess the amendments as regards the responsibilities arising from financing activities.

For this, IASB requires that the following changes in liabilities arising from financing activities be disclosed: (i) changes in cash flows from financing activities; (ii) changes arising from the obtainment or loss of control of subsidiaries or other businesses; (iii) effect of exchange rate changes; (iv) changes in fair values; and (v) other changes.

The IASB defines liabilities arising from financing activities as liabilities "for which their cash flows were or will be classified in the Statements of Cash Flows as cash flows from financing activities". It also highlights that the new disclosure requirements refer similarly to changes in financial assets, if they meet the same definition. Finally, the amendments indicate that the changes in liabilities arising from financing activities should be disclosed separately from the changes in other assets and liabilities.

The amendments to IAS 7 / CPC 03 are effective for annual periods beginning on or after January 1, 2017, and its early adoption is permitted. Since the amendments were disclosed in a period of time shorter than one year before the mandatory adoption period, entities are exempt from publishing comparative information on the early adoption of the amendments. The Company’s management estimates that the application of the amendments to IAS 7 / CPC 03 will not result in changes in the classification of the amounts of the Company’s statements of cash flows for future periods with no other material impacts on its consolidated financial statements.

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f)      Amendments to IFRS 2 – Clarifications of classification and measurement of share based payment transactions

Issued on June 20, 2016, the amendments provide requirements to account for:

a)     Effects of the vesting and non-vesting conditions on the measurement of cash-settled share-based payments.

b)    Share-based payment transactions with a net settlement criterion, for tax withholding obligations; and

c)     A modification in the terms and conditions of a share-based payment that changes the classification of the cash-settled transaction to share-settled transaction.

The amendments to IFRS 2 are effective for annual periods beginning on or after January 1, 2018, and its early adoption is permitted. The Company is assessing the potential impacts of the adoption of these amendments.

g)    Amendments to IFRS 4 – Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts

Issued on September 12, 2016, the amendments deal with the concerns arising from the implementation of IFRS 9 – Financial Instruments before the implementation of the new standard that will supersede IFRS 4, for potential temporary volatilities on the reported results.

Since the Company does not apply the insurance pronouncement, the Company’s management estimates that the amendments to IFRS 4 will not have material impacts on its consolidated financial statements.

h)    IFRIC 22 - Foreign Currency Transactions and Advance Consideration

Issued on December 8, 2016, IFRIC 22 deals with the exchange rate to be used in transactions that involve the consideration paid or received in advance in foreign exchange transactions. The IFRIC is effective for annual periods beginning on or after January 1, 2018, and its early adoption is permitted.

The transactions in foreign currency of the Company and its subsidiaries are currently restricted to debt instruments with international financial institutions, measured at fair value, and to the acquisition of energy from Itaipu. Since assets and liabilities measured at fair value are not within the scope of the IFRIC and that there are no advance payments on transactions with Itaipu, the Company’s management estimates that IFRIC 22 will not have material impacts on its consolidated financial statements.

i)      Amendments to CPC 28 / IAS 40 – Investment Property

Issued on December 8, 2016, the amendments to IAS 40 / CPC 28 clarify the requirements relating to transfers from or to investment properties. The amendments are effective for annual periods beginning on or after January 1, 2018, and its early adoption is permitted.

The Company is assessing the potential impacts of the adoption of the amendments.

j)      Annual Improvements to IFRSs 2014 – 2016 Cycle

Every year, IASB discusses and decides on the proposed improvements to IFRS as they arise during the period. Issued on December 8, 2016, the improvements deal with the following subjects:

j.1)       Amendments to IFRS 1 - excludes from the standard some exceptions existing for application in the transition period of the entities that are new IFRS adopters.

j.2)       Amendments to IFRS 12 - clarifies the scope of the pronouncement, in respect of interest of entities in other entities that are classified as available for sale or discontinued operations in accordance with IFRS 5.

j.3)       Amendments to IAS 28 - clarifies if an entity has an option of "investment for investment" to measure the investees at fair value in accordance with IAS 28 for a risk capital organization.

Based on a preliminary assessment of the amendments, the Company's management believes that the application of these amendments should not have material impact on the disclosures or amounts recognized in its consolidated financial statements in future periods.

 

( 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.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

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

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 distribution 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

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

 

Dec. 31, 2015

Bank balances

426

 

311

 

170,884

 

148,224

Short-term financial investments

64,548

 

423,881

 

5,994,112

 

5,534,578

Overnight investment (a)

64,541

 

-

 

95,034

 

26,914

Bank certificates of deposit (b)

-

 

-

 

2,357,187

 

1,255,666

Repurchase agreements secured on debentures (b)

-

 

-

 

58,616

 

433,693

Investment funds (c)

6

 

423,881

 

3,483,274

 

3,818,305

Total

64,973

 

424,192

 

6,164,997

 

5,682,802

 

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 101.7% of the CDI.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

c)   Exclusive Fund investments, with daily liquidity and interest equivalent, on average, of 100.4% 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, 2016 and 2015:

   

Consolidated

   

Amounts

 

Past due

 

Total

   

coming due

 

until 90 days

 

> 90 days

 

Dec. 31, 2016

 

Dec. 31, 2015

Current

                   

Consumer classes

                   

Residential

 

423,499

 

429,169

 

79,711

 

932,380

 

793,826

Industrial

 

222,168

 

83,207

 

81,451

 

386,826

 

365,420

Commercial

 

178,567

 

88,230

 

50,314

 

317,111

 

263,259

Rural

 

67,575

 

21,850

 

8,019

 

97,444

 

64,257

Public administration

 

64,009

 

24,064

 

6,275

 

94,348

 

79,953

Public lighting

 

57,049

 

10,287

 

5,805

 

73,142

 

78,204

Public utilities

 

74,792

 

15,752

 

6,959

 

97,503

 

80,706

Billed

 

1,087,660

 

672,559

 

238,534

 

1,998,754

 

1,725,626

Unbilled

 

1,095,188

 

-

 

-

 

1,095,188

 

881,307

Financing of consumers' debts

 

118,357

 

20,792

 

31,834

 

170,982

 

197,035

CCEE transactions

 

194,177

 

4,619

 

90,964

 

289,761

 

169,561

Concessionaires and licensees

 

381,982

 

678

 

7,673

 

390,333

 

331,105

Other

 

39,974

 

-

 

-

 

39,974

 

10,770

   

2,917,338

 

698,648

 

369,005

 

3,984,991

 

3,315,403

Allowance for doubtful debts

             

(219,098)

 

(140,485)

Total

             

3,765,893

 

3,174,918

                     

Noncurrent

                   

Financing of consumers' debts

 

198,875

 

-

 

-

 

198,875

 

101,585

Free energy

 

5,436

 

-

 

-

 

5,436

 

4,768

CCEE transactions

 

41,301

 

-

 

-

 

41,301

 

41,301

   

245,612

 

-

 

-

 

245,612

 

147,654

Allowance for doubtful debts

             

(42,427)

 

(18,708)

Total

             

203,185

 

128,946

 

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 Commercialization 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, 2016 - CPFL Energia S. A

 

 

 

Consolidated

 

Consumers, concessionaires and licensees

 

Other
receivables
(note 12)

 

Total

As of December 31, 2014

(123,171)

 

(15,285)

 

(138,456)

Allowance - reversal (recognition)

(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

As of December 31, 2015

(159,194)

 

(14,441)

 

(173,635)

Business combination

(70,636)

 

(16,187)

 

(86,823)

Allowance - reversal (recognition)

(258,377)

 

(969)

 

(259,347)

Recovery of revenue

82,393

 

605

 

82,998

Write-off of accrued receivables

144,289

 

3,000

 

147,289

As of December 31, 2016

(261,525)

 

(27,992)

 

(289,517)

           

Current

(219,098)

 

(27,992)

 

(247,090)

Noncurrent

(42,427)

 

-

 

(42,427)

 

 

( 7 )      TAXES RECOVERABLE

 

 

Parent company

 

Consolidated

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

 

Dec. 31, 2015

Current

             

Prepayments of social contribution - CSLL

5,508

 

-

 

14,141

 

35,019

Prepayments of income tax - IRPJ

2,282

 

2,171

 

35,534

 

76,920

Withholding income tax - IRRF on interest on capital

3,126

 

10,776

 

3,642

 

11,150

Income tax and social contribution to be offset

45,457

 

42,456

 

94,268

 

100,658

Withholding income tax - IRRF

26,150

 

16,996

 

115,189

 

125,392

State VAT - ICMS to be offset

-

 

-

 

82,090

 

63,450

Social Integration Program - PIS

52

 

74

 

9,062

 

8,543

Contribution for Social Security Funding - COFINS

262

 

411

 

39,984

 

40,126

National Social Security Institute - INSS

-

 

-

 

6,374

 

12,660

Others

-

 

-

 

3,564

 

1,292

Total

82,836

 

72,885

 

403,848

 

475,211

               

Noncurrent

             

Social contribution to be offset - CSLL

-

 

-

 

55,498

 

57,439

Income tax to be offset - IRPJ

-

 

-

 

10,037

 

23,765

State VAT - ICMS to be offset

-

 

-

 

122,415

 

81,584

Social Integration Program - PIS

-

 

-

 

800

 

350

Contribution for Social Security Funding - COFINS

-

 

-

 

3,687

 

1,613

Others

-

 

-

 

5,849

 

2,409

Total

-

 

-

 

198,286

 

167,159

 

Withholding income tax - IRRF – Relates mainly to IRRF on financial investments.

Social contribution to be offset – CSLL – In noncurrent, it refers basically to the final unappealable favorable decision in a lawsuit filed by the subsidiary CPFL Paulista. The subsidiary CPFL Paulista is awaiting the authorization for utilization of credit from the Federal Revenue in order to carry out its subsequent offset.

State VAT - ICMS to be offset – In noncurrent, it 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, 2016 - CPFL Energia S. A

 

( 8 )       SECTOR FINANCIAL ASSET AND LIABILITY

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

 

   

Consolidated

   

As of December 31, 2015

 

Operating revenue

 

Finance income or expense

 

Receipt

   

As of December 31, 2016

   

Deferred

 

Approved

 

Total

 

Constitution

 

Realization

 

Monetary adjustment

 

Tariff flag
(note 27.5)

 

Business combination

 

Deferred

 

Approved

 

Total

Parcel "A"

 

1,490,744

 

519,838

 

2,010,582

 

(644,484)

 

(1,260,579)

 

28,166

 

(687,673)

 

(18,213)

 

(762,573)

 

190,369

 

(572,203)

CVA (*)

                                           

CDE (**)

 

407,295

 

109,937

 

517,232

 

(612,336)

 

(329,898)

 

(4,020)

 

-

 

16,561

 

(342,161)

 

(70,301)

 

(412,462)

Electric energy cost

 

(466,337)

 

472,428

 

6,091

 

81,164

 

(179,617)

 

(101,982)

 

(417,883)

 

(134,041)

 

(506,490)

 

(239,777)

 

(746,267)

ESS and EER (***)

 

(25,128)

 

(249,081)

 

(274,209)

 

(225,794)

 

385,941

 

(56,038)

 

(269,352)

 

(91,527)

 

(406,568)

 

(124,411)

 

(530,979)

Proinfa

 

(814)

 

(5,334)

 

(6,148)

 

51,060

 

(19,335)

 

7,219

 

-

 

2,111

 

3,492

 

31,414

 

34,906

Basic network charges

 

28,185

 

68,289

 

96,474

 

19,517

 

(84,894)

 

(1,449)

 

-

 

7,539

 

27,527

 

9,660

 

37,187

Pass-through from Itaipu

 

1,281,279

 

39,416

 

1,320,695

 

(116,276)

 

(921,201)

 

197,581

 

-

 

109,124

 

147,012

 

442,911

 

589,923

Transmission from Itaipu

 

11,372

 

4,097

 

15,469

 

8,102

 

(13,754)

 

2,163

 

-

 

2,948

 

7,646

 

7,281

 

14,927

Neutrality of industry charges

 

187,765

 

2,508

 

190,273

 

198,274

 

(171,420)

 

15,730

 

-

 

73,609

 

142,091

 

164,375

 

306,466

Overcontracting

 

67,127

 

77,578

 

144,705

 

(48,195)

 

73,600

 

(31,037)

 

(439)

 

(4,537)

 

164,878

 

(30,782)

 

134,096

Other financial components

 

(92,098)

 

35,480

 

(56,618)

 

(195,758)

 

6,126

 

(20,498)

 

-

 

(75,968)

 

(182,958)

 

(159,759)

 

(342,717)

Refunds related to judicial injuctions (note 27.4)

 

-

 

-

 

-

 

(223,356)

 

31,419

 

(17,088)

 

-

 

-

 

(76,615)

 

(132,410)

 

(209,025)

Others

 

(92,098)

 

35,480

 

(56,618)

 

27,598

 

(25,294)

 

(3,410)

 

-

 

(75,968)

 

(106,343)

 

(27,349)

 

(133,692)

                                             

Total

 

1,398,646

 

555,318

 

1,953,964

 

(840,241)

 

(1,254,453)

 

7,668

 

(687,673)

 

(94,181)

 

(945,530)

 

30,612

 

(914,918)

                                             

Current assets

         

1,464,019

                             

-

Noncurrent assets

         

489,945

                             

-

Current liabilities

         

-

                             

(597,515)

Noncurrent liabilities

         

-

                             

(317,406)

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

    (**)      Energy Development Account – CDE

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

 

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 concessionaires 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

Refers mainly to: (i) excess demand and excess reactive power that, since the 4th periodic tariff review cycle, became a financial component that will only be amortized upon the approval of the 5th periodic tariff review cycle, for the subsidiaries CPFL Piratininga, CPFL Santa Cruz, CPFL Leste Paulista, CPFL Jaguari, CPFL Sul Paulista, and CPFL Mococa (ii) financial guarantees related to the compensation of the cost of the previous offering of guarantees required from distributors for carrying out commercial transactions among the sector agents, (iii) financial components related to the recalculations of the tariff processes, to neutralize the effects to consumers, and (iv) ABRACE judicial injunction in accordance with Order No. 1.576/2016 (see note 27.4.2).

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

( 9 )      DEFERRED TAX ASSETS AND LIABILITIES

9.1    Breakdown of tax credits and debits

 

Parent company

 

Consolidated

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

 

Dec. 31, 2015

Social contribution credit (debit)

             

Tax losses carryforwards

42,841

 

46,602

 

123,389

 

152,200

Tax benefit of merged goodwill

-

 

-

 

86,377

 

93,467

Temporarily nondeductible differences

1,125

 

(5,918)

 

(332,750)

 

(547,066)

Subtotal

43,966

 

40,684

 

(122,984)

 

(301,399)

               

Income tax credit (debit)

             

Tax losses carryforwards

123,980

 

116,438

 

358,683

 

417,600

Tax benefit of merged goodwill

-

 

-

 

295,987

 

323,422

Temporarily nondeductible differences

3,126

 

(16,733)

 

(923,383)

 

(1,519,171)

Subtotal

127,106

 

99,705

 

(268,713)

 

(778,150)

               

PIS and COFINS credit (debit)

             

Temporarily nondeductible differences

-

 

-

 

(9,580)

 

(18,159)

               

Total

171,073

 

140,389

 

(401,276)

 

(1,097,708)

               

Total tax credit

171,073

 

140,389

 

922,858

 

334,886

Total tax debit

-

 

-

 

(1,324,134)

 

(1,432,594)

 

 

9.2    Tax benefit of merged intangible asset

Refers to the tax credit calculated on the intangible assets 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 intangible assets that gave rise to it, during the remaining concessions period, as shown in note 15.

 

Consolidated

 

December 31, 2016

 

December 31, 2015

Social contribution

 

Income tax

 

Social contribution

 

Income tax

CPFL Paulista

50,497

 

140,270

 

55,123

 

153,119

CPFL Piratininga

12,251

 

42,044

 

13,286

 

45,597

RGE

23,629

 

97,584

 

25,058

 

106,324

CPFL Geração

-

 

16,090

 

-

 

18,380

Total

86,377

 

295,987

 

93,467

 

323,422

 

 

46

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

9.3    Accumulated balances on temporarily nondeductible differences

 

 

Consolidated

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Social contribution

 

Income tax

 

PIS/COFINS

 

Social contribution

 

Income tax

 

PIS/COFINS

Temporarily nondeductible differences

                     

Provision for tax, civil and labor risks

45,065

 

125,182

 

-

 

33,806

 

93,906

 

-

Private pension fund

1,711

 

4,753

 

-

 

1,867

 

5,185

 

-

Allowance for doubtful debts

26,543

 

73,729

 

-

 

15,680

 

43,556

 

-

Free energy supply

7,718

 

21,440

 

-

 

6,897

 

19,158

 

-

Research and development and energy efficiency programs

17,474

 

48,538

 

-

 

16,060

 

44,612

 

-

Personnel-related provisions

3,422

 

9,506

 

-

 

2,578

 

7,161

 

-

Depreciation rate difference

6,200

 

17,223

 

-

 

6,797

 

18,880

 

-

Derivatives

(54,368)

 

(151,023)

 

-

 

(219,524)

 

(609,788)

 

-

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

(8,355)

 

(23,208)

 

-

 

(9,031)

 

(25,085)

 

-

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

(104,080)

 

(287,990)

 

(6,157)

 

(73,241)

 

(202,271)

 

(18,450)

Actuarial losses (IFRS/CPC)

25,390

 

70,527

 

-

 

26,351

 

73,199

 

-

Financial instruments (IFRS/CPC)

(10,022)

 

(27,838)

 

-

 

(8,950)

 

(24,860)

 

-

Accelerated depreciation

(73)

 

(204)

 

-

 

(34)

 

(95)

 

-

Others

4,491

 

12,281

 

(3,423)

 

4,236

 

11,054

 

291

Temporarily nondeductible differences - accumulated comprehensive income:

                     

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

(55,223)

 

(153,398)

 

-

 

(58,484)

 

(162,456)

 

-

Actuarial losses (IFRS/CPC)

49,698

 

138,051

 

-

 

10,464

 

29,064

 

-

Temporarily nondeductible differences - Business combination - CPFL Renováveis

                   

Deferred taxes - asset:

                     

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

22,771

 

63,252

 

-

 

24,248

 

67,355

 

-

Other temporary differences

                     

Deferred taxes - liability:

                     

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

(27,472)

 

(76,310)

 

-

 

(29,132)

 

(80,922)

 

-

Value added derived from determination of deemed cost

(78,443)

 

(217,897)

 

-

 

(86,495)

 

(240,264)

 

-

Intangible asset - exploration right/authorization in indirect subsidiaries acquired

(183,443)

 

(509,563)

 

-

 

(193,927)

 

(538,685)

 

-

Other temporary differences

(21,754)

 

(60,435)

 

-

 

(17,233)

 

(47,874)

 

-

Total

(332,750)

 

(923,383)

 

(9,580)

 

(547,066)

 

(1,519,171)

 

(18,159)

 

9.4    Expected recovery

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

   

Parent company

 

Consolidated

         

2017

 

2,010

 

214,154

2018

 

10,964

 

206,224

2019

 

22,501

 

157,568

2020

 

19,672

 

116,761

2021

 

53,523

 

209,705

2022 to 2024

 

49,313

 

275,413

2025 to 2027

 

15,108

 

408,551

2028 to 2030

 

-

 

60,799

2031 to 2033

 

-

 

13,747

Total

 

173,092

 

1,662,921

 

 

47

 


 
 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

9.5    Reconciliation of the income tax and social contribution amounts recognized in the statements of profit or loss for 2016 and 2015:

 

 

Parent company

 

2016

 

2015

 

Social contribution

 

Income tax

 

Social contribution

 

Income tax

Profit before taxes

890,398

 

890,398

 

875,250

 

875,250

Reconciliation to reflect effective rate:

             

Equity interest in associates and joint ventures

(922,362)

 

(922,362)

 

(926,951)

 

(926,951)

Amortization of intangible asset acquired

(13,528)

 

-

 

(23,177)

 

-

Interest on capital

20,837

 

20,837

 

72,339

 

72,339

Other permanent additions (exclusions), net

13,672

 

21,434

 

11,390

 

17,413

Tax base

(10,983)

 

10,307

 

8,851

 

38,049

Statutory rate

9%

 

25%

 

9%

 

25%

Tax credit (debit)

988

 

(2,577)

 

(797)

 

(9,513)

Recognized (unrecognized) tax credit, net

(2,063)

 

14,138

 

-

 

-

Total

(1,075)

 

11,562

 

(797)

 

(9,513)

               

Current

(4,357)

 

(15,840)

 

-

 

(70)

Deferred

3,282

 

27,402

 

(797)

 

(9,443)

               
 

Consolidated

 

2016

 

2015

 

Social contribution

 

Income tax

 

Social contribution

 

Income tax

Profit before taxes

1,380,547

 

1,380,547

 

1,454,454

 

1,454,454

Reconciliation to reflect effective rate:

             

Equity interest in associates and joint ventures

(311,414)

 

(311,414)

 

(216,885)

 

(216,885)

Amortization of intangible asset acquired

48,649

 

62,756

 

84,484

 

108,797

Tax incentives - PIIT (*)

(7,820)

 

(7,820)

 

-

 

-

Effect of presumed profit regime

(175,110)

 

(234,827)

 

(186,546)

 

(244,541)

Adjustment of revenue from excess demand and excess reactive power

119,272

 

119,272

 

117,374

 

117,374

Tax incentive - operating profit

-

 

(112,232)

 

-

 

(85,760)

Other permanent additions (exclusions), net

14,240

 

(16,243)

 

42,310

 

59,450

Tax base

1,068,364

 

880,040

 

1,295,193

 

1,192,890

Statutory rate

9%

 

25%

 

9%

 

25%

Tax credit (debit)

(96,153)

 

(220,010)

 

(116,567)

 

(298,223)

Recognized (unrecognized) tax credit, net

(54,706)

 

(130,621)

 

(43,595)

 

(120,792)

Total

(150,859)

 

(350,631)

 

(160,162)

 

(419,015)

               

Current

(244,015)

 

(623,183)

 

(10,916)

 

(1,944)

Deferred

93,156

 

272,552

 

(149,246)

 

(417,071)

(*) Technologic innovation program - PIIT

 

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.

 

9.6    Deferred income tax and social contribution recognized directly in Equity

The deferred income tax and social contribution recognized directly in equity (other comprehensive income) in 2016 and 2015 were as follows:

48

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

   

Consolidated

   

2016

 

2015

   

Social Contribution

 

Income tax

 

Social Contribution

 

Income tax

Actuarial losses (gains)

 

527,436

 

527,436

 

(84,635)

 

(84,635)

Limits on the asset ceiling

 

(8,738)

 

(8,738)

 

7,984

 

7,984

Basis of calculation

 

518,698

 

518,698

 

(76,651)

 

(76,651)

Statutory rate

 

9%

 

25%

 

9%

 

25%

Calculated taxes

 

(46,683)

 

(129,675)

 

6,899

 

19,163

Limitation on recognition (reversal) of tax credits

 

13,720

 

38,113

 

(3,959)

 

(10,998)

Taxes recognized in other comprehensive income

 

(32,963)

 

(91,562)

 

2,940

 

8,165

 

9.7    Unrecognized tax credits

As of December 31, 2016, the parent company has tax credits on tax loss carryforwards that were not recognized amounting to R$ 85,717 since at present there is no reasonable assurance of the generation of future taxable profits. This amount can be recognized in the future, according to the annual reviews of taxable profit projections.

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, 2016, the main subsidiaries that have such income tax and social contribution credits are CPFL Renováveis (R$ 785,660), RGE Sul (R$ 272,820), Sul Geradora (R$ 72,596), CPFL Telecom (R$ 34,783), CPFL Jaguariúna (R$ 2,777) and CPFL Jaguari Geração (R$ 1,648). 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 ESCO, 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 2016 these investments resulted in an operational revenue of R$ 17,156 (R$ 11,164 in 2015).

 

Consolidated

       
 

Dec. 31, 2016

 

Dec. 31, 2015

       

Gross investment

132,930

 

83,854

       

Unrealized finance income

(63,108)

 

(36,466)

       

Present value of minimum lease payments

69,822

 

47,388

       
               

Current

19,281

 

12,883

       

Noncurrent

50,541

 

34,504

       
               
 

Up to 1 year

 

1 to 5 years

 

Over 5 years

 

Total

Gross investment

27,455

 

59,640

 

45,835

 

132,930

Present value of minimum lease payments

19,281

 

33,094

 

17,447

 

69,822

 

 

49

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

At December 31, 2016, there are no (i) unsecured residual values that benefit the lessor; (ii) provision for uncollectible minimum lease payments; (iii) contingent payments recognized as revenue during the period; or (iv) provision for impairment required.

 

( 11 )      CONCESSION FINANCIAL ASSET

 

 

Distribution

 

Transmission

 

Consolidated

As of December 31, 2014

3,296,837

 

77,779

 

3,374,616

Current

540,094

 

-

 

540,094

Noncurrent

2,756,744

 

77,779

 

2,834,522

           

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)

           

As of 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

           

Business combination

876,281

 

-

 

876,281

Additions

655,456

 

50,580

 

706,036

Adjustment of expected cash flow

203,452

 

-

 

203,452

Adjustment - financial asset measured at amortized cost

-

 

16,088

 

16,088

Cash inputs - RAP

-

 

(9,727)

 

(9,727)

Disposals

(25,392)

 

-

 

(25,392)

 

         

As of December 31, 2016

5,193,511

 

180,333

 

5,373,844

Current

-

 

10,700

 

10,700

Noncurrent

5,193,511

 

169,633

 

5,363,144

 

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. Moreover, the difference to adjust the balance to the expected cash flow receipts at fair value (new replacement value - “VNR” - note 4) is recognized as a balancing item to the operating income account (note 27) in the statement of profit or loss for the year (R$ 186,148 in 2016 and R$ 393,343 restated in 2015).

In 2015, 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. As the concession periods were renewed, the Company exchanged the unconditional right to receive cash at the end of the concession periods for additional concession periods of thirty years, that is, representing the exchange of the financial asset for an intangible asset to operate the concession.

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, the allowed annual revenue (“RAP”) to be received during the remaining concession period, and the indemnity upon the reversal of assets to the granting

50

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

power. The adjustment of R$ 16,088 is recognized against other operating revenues and income (R$ 11,400 in 2015).

 

( 12 )      OTHER RECEIVABLES

   

   

Consolidated

   

Current

 

Noncurrent

   

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

 

Dec. 31, 2015

Advances - Fundação CESP

 

7,533

 

10,567

 

-

 

-

Advances to suppliers

 

15,787

 

10,666

 

-

 

-

Pledges, funds and restricted deposits

 

106,925

 

649

 

533,719

 

433,014

Orders in progress

 

203,344

 

274,605

 

-

 

-

Services rendered to third parties

 

9,385

 

6,987

 

-

 

-

Energy pre-purchase agreements

 

-

 

-

 

27,302

 

31,375

Collection agreements

 

1,273

 

90,451

 

-

 

-

Prepaid expenses

 

65,668

 

61,602

 

20,942

 

19,579

GSF Renegotiation

 

12,722

 

8,724

 

28,935

 

29,392

Receivables - Eletrobras

 

213,552

 

341,781

 

-

 

-

Receivables - Business combination

 

-

 

-

 

-

 

13,950

Advances to employees

 

15,940

 

12,509

 

-

 

-

Indemnities for claims

 

-

 

49,937

 

-

 

-

Others

 

153,315

 

90,653

 

104,752

 

34,685

(-) Allowance for doubtful debts (note 6)

 

(27,992)

 

(12,460)

 

-

 

(1,981)

Total

 

777,451

 

946,670

 

715,650

 

560,014

 

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: refers to the 2015 GSF premium paid in advance by the subsidiaries Ceran, CPFL Jaguari Geração (Paulista Lajeado) and CPFL Renováveis, related to the transfer of the hydrological risks to the Centralizing Account for Tariff Flag Resources (“CCRBT”), amortized as other operating expenses on a straight-line basis.

Receivables – Eletrobras: refer to: (i) low income subsidies totaling R$ 17,239 (R$ 18,190 at December 31, 2015), (ii) other tariff discounts granted to consumers amounting to R$ 164,396 (R$ 323,591 as of December 31, 2015), and (iii) tariff discounts – judicial injunctions totaling R$ 31,917 (note 27.4).

In 2016 the subsidiaries matched the receivables relating to Eletrobrás to the payables relating to the Energy Development Account (CDE) (note 24) amounting to R$ 869,717, of which (i) R$ 659,258 based on a judicial injunction obtained in May 2015, and (ii) R$ 201,249 authorized by Order No. 1,576/2016.

Indemnities for claims: refer to the amounts receivable from insurance companies as indemnities for claims occurred in subsidiaries of CPFL Renováveis, which were received in 2016.

 

51

 


 
 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

( 13 )      INVESTMENTS

 

 

Parent company

 

Consolidated

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

 

Dec. 31, 2015

Permanent equity interests - equity method

             

By equity method of the subsidiary

5,811,894

 

6,178,637

 

1,482,533

 

1,235,832

Fair value of assets, net

692,632

 

755,345

 

11,219

 

11,799

Advances for future capital increases

1,355,520

 

-

 

-

 

-

Goodwill

6,054

 

6,054

 

-

 

-

Total

7,866,100

 

6,940,036

 

1,493,753

 

1,247,631

 

13.1Permanent equity interests – equity method

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

                                     
   

Number of shares (thousand)

 

December 31, 2016

 

Dec. 31, 2016

 

Dec. 31, 2015

 

2016

 

2015

Investment

   

Total assets

 

Issued capital

 

Shareholders' equity

 

Profit or loss for the year

 

Equity interest

 

Share of profit (loss) of investees

CPFL Paulista

 

880,653

 

9,237,502

 

905,948

 

1,063,400

 

255,329

 

1,063,400

 

1,352,393

 

255,329

 

298,203

CPFL Piratininga

 

53,096,770

 

3,656,198

 

235,556

 

355,755

 

68,114

 

355,755

 

537,670

 

68,114

 

211,637

CPFL Santa Cruz

 

371,772

 

422,005

 

74,862

 

140,520

 

23,797

 

140,520

 

131,149

 

23,797

 

12,424

CPFL Leste Paulista

 

892,772

 

168,031

 

29,212

 

52,853

 

10,731

 

52,853

 

46,301

 

10,731

 

13,556

CPFL Sul Paulista

 

454,958

 

194,012

 

28,492

 

58,895

 

8,455

 

58,895

 

55,233

 

8,455

 

16,201

CPFL Jaguari

 

209,294

 

135,194

 

20,632

 

30,255

 

7,988

 

30,255

 

28,521

 

7,988

 

4,852

CPFL Mococa

 

117,199

 

113,270

 

16,004

 

33,824

 

9,198

 

33,824

 

29,205

 

9,198

 

6,679

RGE

 

1,019,790

 

4,219,445

 

1,213,180

 

1,614,320

 

102,647

 

1,614,320

 

1,580,807

 

102,647

 

145,804

CPFL Geração

 

205,492,020

 

7,037,210

 

1,043,922

 

2,158,384

 

401,148

 

2,158,384

 

2,169,922

 

401,148

 

240,520

CPFL Jaguari Geração (*)

 

40,108

 

46,947

 

40,108

 

45,099

 

6,655

 

45,099

 

42,729

 

6,655

 

6,670

CPFL Brasil

 

2,999

 

925,624

 

2,999

 

109,054

 

104,235

 

109,054

 

51,779

 

104,235

 

81,929

CPFL Planalto (*)

 

630

 

2,274

 

630

 

2,101

 

2,476

 

2,101

 

2,003

 

2,476

 

1,830

CPFL Serviços

 

1,509,882

 

175,161

 

50,143

 

97,968

 

(8,175)

 

97,968

 

7,117

 

(8,175)

 

(17,952)

CPFL Atende (*)

 

13,991

 

25,869

 

13,991

 

17,150

 

5,833

 

17,150

 

17,373

 

5,833

 

7,776

Nect (*)

 

2,059

 

24,976

 

2,059

 

10,295

 

13,424

 

10,295

 

16,087

 

13,424

 

18,155

CPFL Total (*)

 

19,005

 

30,865

 

19,005

 

27,570

 

12,817

 

27,570

 

19,930

 

12,817

 

5,836

CPFL Jaguariuna (*)

 

3,156

 

1,657,416

 

3,156

 

1,656,161

 

(35,498)

 

1,256,161

 

2,496

 

(35,498)

 

(167)

CPFL Telecom

 

55,420

 

51,211

 

55,420

 

(19,302)

 

(33,333)

 

(19,302)

 

(33,969)

 

(33,333)

 

(60,718)

CPFL Centrais Geradoras (*)

 

16,128

 

16,381

 

16,128

 

15,459

 

(958)

 

15,459

 

19,972

 

(958)

 

4,740

CPFL ESCO

 

48,164

 

99,742

 

48,164

 

61,543

 

5,926

 

61,543

 

66,038

 

5,926

 

35,194

AUTHI (*)

 

2,610

 

34,185

 

2,610

 

16,810

 

24,264

 

16,810

 

1,913

 

24,264

 

2,537

Subtotal - by subsidiary's equity

                 

7,148,112

 

6,144,667

 

985,074

 

1,035,703

Amortization of fair value adjustments of assets

             

-

 

-

 

(62,713)

 

(108,754)

Total

                     

7,148,112

 

6,144,667

 

922,362

 

926,951

                                     

Investment

                 

5,811,894

 

6,178,636

       

Advances for future capital increases

             

1,355,520

 

-

       

Allowance for equity investment losses

             

(19,302)

 

(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$ 62,713 (R$ 108,784 in 2015) is classified in the parent company’s statement of profit or loss in line item “equity in subsidiaries”, in conformity with ICPC 09 (R2).

As at December 31, 2016, the balances of advance for future capital increase comprised advances to the following subsidiaries: (i) R$ 1,299,520 to CPFL Jaguariúna, (ii) R$ 56,000 to CPFL Serviços; and (iii) R$ 29,000 to CPFL Telecom (allowance for equity investment losses).

The movements in investments in subsidiaries, in the parent company, in 2016 and 2015 are as follows:

 

52

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

           

Equity in subsidiary

               

Investment

 

Investment as of December 31, 2015

 

Capital increase

 

Profit or loss

 

Other comprehensive income

 

Dividend and Interest on capital

 

Advances for future capital increases

 

Others

 

Investment as of December 31, 2016

CPFL Paulista

 

1,352,393

 

-

 

255,329

 

(260,666)

 

(283,656)

 

-

 

-

 

1,063,400

CPFL Piratininga

 

537,670

 

-

 

68,114

 

(109,626)

 

(140,404)

 

-

 

-

 

355,755

CPFL Santa Cruz

 

131,149

 

-

 

23,797

 

-

 

(14,427)

 

-

 

-

 

140,520

CPFL Leste Paulista

 

46,301

 

-

 

10,731

 

-

 

(4,180)

 

-

 

-

 

52,853

CPFL Sul Paulista

 

55,233

 

-

 

8,455

 

-

 

(4,793)

 

-

 

-

 

58,895

CPFL Jaguari

 

28,521

 

-

 

7,988

 

-

 

(6,253)

 

-

 

-

 

30,255

CPFL Mococa

 

29,205

 

-

 

9,198

 

-

 

(4,580)

 

-

 

-

 

33,824

RGE

 

1,580,807

 

-

 

102,647

 

(3,915)

 

(65,218)

 

-

 

-

 

1,614,320

CPFL Geração

 

2,169,922

 

-

 

401,148

 

(9,531)

 

(403,086)

 

-

 

(68)

 

2,158,384

CPFL Jaguari Geração

 

42,729

 

-

 

6,655

 

-

 

(4,284)

 

-

 

-

 

45,099

CPFL Brasil

 

51,779

 

-

 

104,235

 

-

 

(46,960)

 

-

 

-

 

109,054

CPFL Planalto

 

2,003

 

-

 

2,476

 

-

 

(2,378)

 

-

 

-

 

2,101

CPFL Serviços

 

7,117

 

43,026

 

(8,175)

 

-

 

-

 

56,000

 

-

 

97,968

CPFL Atende

 

17,373

 

-

 

5,833

 

-

 

(6,056)

 

-

 

-

 

17,150

Nect

 

16,087

 

-

 

13,424

 

-

 

(19,216)

 

-

 

-

 

10,295

CPFL Total

 

19,930

 

-

 

12,817

 

-

 

(5,178)

 

-

 

-

 

27,570

CPFL Jaguariuna

 

2,496

 

80

 

(35,498)

 

(10,438)

 

-

 

1,299,520

 

-

 

1,256,161

CPFL Telecom

 

(33,969)

 

19,000

 

(33,333)

 

-

 

-

 

29,000

 

-

 

(19,302)

CPFL Centrais Geradoras

 

19,972

 

-

 

(958)

 

-

 

(3,555)

 

-

 

-

 

15,459

CPFL ESCO

 

66,038

 

-

 

5,926

 

-

 

(10,421)

 

-

 

-

 

61,543

AUTHI

 

1,913

 

2,600

 

24,264

 

-

 

(11,967)

 

-

 

-

 

16,810

   

6,144,668

 

64,706

 

985,074

 

(394,175)

 

(1,036,612)

 

1,384,520

 

(68)

 

7,148,112

 

       

Capital increase (payment of capital)

 

Equity in subsidiary

         

Investment

 

Investment as of December 31, 2014

   

Profit or loss

 

Other comprehensive income

 

Dividend and Interest on capital

 

Corporate restructuring

Investment as of 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)

 

-

6,144,669

 

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

   

Share of equity

 

Share of profit (loss)

Joint ventures

 

Dec. 31, 2016

 

Dec. 31, 2015

 

2016

 

2015

Baesa

 

175,914

 

166,150

 

9,853

 

2,508

Enercan

 

562,701

 

473,148

 

117,112

 

74,677

Chapecoense

 

537,170

 

449,049

 

117,451

 

77,487

EPASA

 

206,749

 

147,485

 

67,577

 

63,348

Fair value adjustments of assets, net

 

11,219

 

11,799

 

(579)

 

(1,136)

   

1,493,753

 

1,247,631

 

311,414

 

216,885

 

 

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, 2016 - CPFL Energia S. A

 

 

13.3Dividend and interest on capital receivable

At December 31, 2016 and 2015, the Company has the following amounts receivable from the subsidiaries below, relating to dividend and interest on capital:

 

Parent company

 

Dividend

 

Interest on capital

 

Total

Subsidiary

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

 

Dec. 31, 2015

CPFL Paulista

-

 

612,585

 

-

 

52,383

 

-

 

664,968

CPFL Piratininga

72,080

 

172,239

 

-

 

27,084

 

72,080

 

199,323

CPFL Santa Cruz

-

 

19,527

 

-

 

7,517

 

-

 

27,044

CPFL Leste Paulista

-

 

3,220

 

-

 

2,102

 

-

 

5,321

CPFL Sul Paulista

8,641

 

3,848

 

1,986

 

1,986

 

10,627

 

5,834

CPFL Jaguari

6,115

 

1,152

 

-

 

-

 

6,115

 

1,152

CPFL Mococa

-

 

2,499

 

-

 

1,234

 

-

 

3,734

RGE

24,672

 

67,815

 

-

 

64,073

 

24,672

 

131,887

CPFL Geração

396,086

 

103,532

 

-

 

-

 

396,086

 

103,532

CPFL Centrais Geradoras

-

 

1,185

 

-

 

-

 

-

 

1,185

CPFL Jaguari Geração

1,664

 

1,667

 

-

 

-

 

1,664

 

1,667

CPFL Brasil

86,020

 

41,176

 

1,650

 

1,601

 

87,671

 

42,777

CPFL Planalto

-

 

458

 

-

 

-

 

-

 

458

CPFL Serviços

-

 

12,026

 

-

 

-

 

-

 

12,026

CPFL Atende

1,953

 

-

 

554

 

-

 

2,507

 

-

Nect

5,600

 

4,539

 

-

 

-

 

5,600

 

4,539

CPFL Total

-

 

5,589

 

-

 

-

 

-

 

5,589

CPFL Telecom

-

 

-

 

-

 

-

 

-

 

-

CPFL ESCO

9,565

 

9,565

 

16,325

 

6,354

 

25,891

 

15,920

AUTHI

10,064

 

634

 

-

 

-

 

10,064

 

634

 

622,463

 

1,063,256

 

20,516

 

164,334

 

642,978

 

1,227,590

 

In the consolidated financial statements, the balance of dividend and interest on capital receivable at December 31, 2016 is R$ 73,328 (R$ 91,392 at December 31, 2015) related to joint ventures.

After decisions by the Annual and Extraordinary General Meetings (AGMs/EGMs) of its subsidiaries, in the first half of 2016 the Company recognized R$ 278,520 as dividend and interest on capital receivable for 2015. The subsidiaries also declared in 2016: (i) interim dividends and interest on capital of R$ 590,196, related to interim income of 2016 and (ii) R$ 164,771 as minimum mandatory dividend receivable related to 2016.

Of the amounts recognized as receivables, R$ 1,606,073 was paid to the Company by the subsidiaries in 2016.

 

13.4Business combinations

13.4.1    Acquisition of AES Sul Distribuidora Gaúcha de Energia S.A.  (“AES Sul”)

On June 16, 2016, the Company disclosed in a Significant Event Notice that it had entered into an agreement for acquisition 100% of  the shares of AES Sul Distribuidora Gaúcha de Energia S.A. (“AES Sul”), currently RGE Sul, through its wholly-owned subsidiary CPFL Jaguariúna Ltda., shares until then held by AES Guaíba II Empreendimentos Ltda. (“seller”), indirect wholly-owned subsidiary of The AES Corporation.

On August 5, 2016, the transaction was approved by the CADE (Brazilian antitrust agency) and, on September 9, 2016, authorized by ANEEL.

The acquisition was completed on October 31, 2016 (“acquisition date”), after all the conditions precedent of the transaction were met, date in which the control of RGE Sul was taken over by CPFL Jaguariúna and the payment was made. This acquisition resulted in a business combination in accordance with CPC 15 (R1) / IFRS 3 (R) – “Business Combination” since CPFL Jaguariúna started holding the control of RGE Sul after the payment was made.

The consideration initially transferred was R$ 1,698,455, paid in cash equivalents, in a lump sum, on the date in which the share acquisition agreement was entered into. This consideration was subsequently adjusted for changes in working capital and net debt of RGE Sul, occurred in the period between December 31, 2015 and the acquisition date, as per the amendment to the agreement. The final value of the consideration, considering the price adjustment, was R$ 1,591,839.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

RGE Sul is a publicly traded company engaged in providing public services of electricity distribution in any forms, and these activities are regulated by the ANEEL, linked to the Ministry of Mines and Energy. Additionally, RGE Sul is authorized to participate in programs that aim at other forms of energy, technology and services, including exploration of activities derived directly or indirectly from the use of assets, rights and technologies owned by it.

Its administrative headquarters are located at Rua Dona Laura, 320 – 6th and 10th floors - Rio Branco, Porto Alegre, State of Rio Grande do Sul, Brazil.

RGE Sul holds the concession for operation of its activities for a period of thirty years, up to November 5, 2027, its concession area comprises 118 municipalities of the State of Rio Grande do Sul, located between the metropolitan region of Porto Alegre and the borders with Uruguay and Argentina, serving approximately 1.3 million consumers (information not audited by the independent auditors).

The acquisition of RGE Sul is in line with the Company’s growth strategy, especially in the Distribution segment, with potential gains of scale for its operations. The Company also expects to obtain important synergies relating to the concession area of RGE Sul since another important distributor of the Group (RGE) holds concession in the state of Rio Grande do Sul.

 

Additional information to the acquisition (acquisition of RGE Sul)

a)     Consideration

   

 

   

RGE Sul
October 31, 2016

Consideration paid, net

 

Consideration directly transferred to prior shareholders

 

1,698,455

Reimbursements due to adjustments related to agreement clauses

 

(106,616)

   

1,591,839

 

b)    Assets acquired and liabilities recognized on the acquisition date

The total amount paid on the transaction was allocated on the acquisition date to the assets acquired and liabilities assumed at fair values, including the intangible assets related to the concession exploration right, which started to be amortized over the remaining concession period that will end in November 2027. Consequently, as the entire amount paid was provisionally allocated to assets identified and liabilities assumed, no residual value was allocated as goodwill on this transaction.

The allocation of the amount paid for the assets and liabilities acquired was made with amounts provisionally calculated for the financial statements as of October 31, 2016, based on analyses conducted by Management itself. Considering the complexity involved in the fair value measurement process, these values will be confirmed after the conclusion of the appraisal report to be prepared by an independent appraiser. The costs related to the acquisition, recognized as expenses in the profit or loss for the year, totaled R$ 6,692.

The initial recording of the acquisition of RGE Sul was provisionally calculated at the end of the consolidated financial statements reporting period based on analyses conducted by Management until the economic and financial appraisal report is completed by the independent appraiser. The allocation of the price paid for the fair value of the assets and liabilities acquired is as follows:

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

   

October 31, 2016

   

Consolidated

   

(preliminary)

Current assets

   

Cash and cash equivalents

 

95,164

Consumers, concessionaries and licensees

 

580,945

Other current assets

 

89,548

     

Noncurrent assets

   

Consumers, concessionaries and licensees

 

54,111

Deferred tax assets

 

204,176

Concession financial asset

 

876,281

Intangible assets - Distribution infrastructure

 

1,456,472

Intangible acquired in this business combination

 

413,796

Other noncurrent assets

 

147,784

     

Current liabilities

   

Trade payables

 

(479,031)

Debentures and borrowings

 

(24,672)

Taxes, fees and contributions

 

(65,198)

Sector financial liability

 

(29,246)

Regulatory charges

 

(60,787)

Other current liabilities

 

(114,552)

     

Noncurrent liabilities

   

Debentures and borrowings

 

(1,131,949)

Sector financial liability

 

(64,935)

Provision for tax, civil and labor risks

 

(223,383)

Other noncurrent liabilities

 

(132,686)

Net assets acquired

 

1,591,839

     
     

Goodwill arising on acquisition

   
     

Consideration paid, net

 

1,591,839

(-) Fair value of identifiable net assets acquired

 

1,591,839

Goodwill

 

-

 

The fair values presented above are provisional, and the confirmation of the amounts is pending until the economic and financial appraisal report, which is being prepared by an independent appraisal, is received:

·         Consumers, Concessionaires and Licensees R$ 635,056

·         Concession financial asset: R$ 876,281

·         Intangible asset of the distribution infrastructure: R$ 1,456,472

·         Indemnification asset: R$ 30,000

·         Intangible acquired in a business combination: R$ 413,976

·         Contingent liabilities: R$ 223,283

The fair values of the concession financial asset and distribution infrastructure intangible assets was calculated based on the best estimate of the fair value of the asset base (Regulatory Remuneration Base – “BRR”) of RGE Sul, considering the same assumptions adopted when preparing the report for Periodic Tariff Review purposes.

Management expects to have the aforementioned report completed by October 2017.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Moreover, no fair value adjustment of assets and liabilities was recognized in the period between the acquisition date and the consolidated financial statements reporting date.

 

c)     Contingent consideration

The share purchase agreement does not contain any clauses related to the contingent consideration to be paid to the seller.

 

d)    Indemnification assets

The agreement for purchase of 100% of the shares of RGE Sul establishes that CPFL Jaguariúna can be indemnified, up to the limit of 15% of the total amount paid, if in the future it suffers any loss, conditioned to the compliance with specific clauses derived from matters originated in the seller or in any of its subsidiaries established in the share purchase agreement. There are also specific clauses for two lawsuits (regulatory and environmental) in which the seller undertakes to indemnify fully CPFL Jaguariúna in case of cash outflows related to the lawsuits, and CPFL Jaguariúna undertakes to pass on to the seller any cash flows related to these lawsuits that come to be received in the future in order to neutralize any effect on these two specific matters.

On the acquisition date, an indemnification asset of R$ 30,000 was recognized, relating to the environmental lawsuit (see item “e” below). This indemnification asset was recognized at the same amount of the fair value attributed to this contingent liability, which was also recognized on the acquisition date.

No indemnification asset was recognized for the regulatory lawsuit for which there is a specific indemnification clause since no contingent liability related to this lawsuit was recognized on the acquisition date.

 

e)     Contingent liabilities recognized

We present below the contingent liabilities provisionally recognized in the amount of R$ 145,443 on the acquisition date:

   

RGE Sul

   

October 31,2016

Labor lawsuits (i)

 

53,958

Civil lawsuits (i)

 

53,174

Regulatory lawsuits (i)

 

5,850

Environmental lawsuits (ii)

 

30,000

Tax lawsuits (i)

 

2,461

Preliminary contingent liabilities

 

145,443

Provisions recognized in the subsidiary

 

77,940

Provisions for tax, civil and labor risks

 

223,383

 

i.   These amounts represent the fair values of the labor, civil, regulatory and tax lawsuits for which the likelihood of loss attributed on the acquisition date is “possible” or “remote”. Considering that the settlement of these lawsuits depends on third parties, either at the judicial or administrative level, it is not possible to estimate a schedule for the occurrence of any cash outflows associated with these contingent liabilities. No indemnification asset was recognized for these contingent liabilities.

ii.  Refers to the fair value attributed to a class action lawsuit for which the likelihood of loss attributed by Management, together with its legal counsel, is “possible” on  the acquisition date. This class action lawsuit seeks compensation for environmental damages occurred in a woodworking and pole manufacture unit that was operated, between 1997 and 2005, by RGE Sul together with its associate at that time AES Florestal. Until 1997, this unit was operated by the former concessionaire, Companhia Estadual de Energia Elétrica (CEEE). An indemnification asset in the same amount was recognized on the acquisition date.

 

f)      Receivables acquired

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

The fair value of the receivables acquired is R$ 635,056. The gross contractual amount of the receivables is R$ 703,672 and, based on Management’s best estimates R$ 68,616 are not expected to be received and represent, therefore, the portion that is expected to represent impairment loss.

 

g)    Net cash outflow on the acquisition

Consideration paid, net

 

1,591,839

(-) Cash and cash equivalents balances acquired

 

(95,164)

Cash and cash equivalents transferred, net

 

1,496,675

 

h)    Financial information on the acquiree

 

i.              On the net operating revenue and profit of the subsidiary acquired included in the consolidated financial statements in 2016:

   

2016

   

Operational revenues, net

 

Profit or loss, net

RGE Sul (November 1 to December 31, 2016)

 

522,677

 

(27,687)

 

The Company’s consolidated financial statements for the year ended December 31, 2016 include two months of operations of RGE Sul.

ii.            Consolidated financial information on the net operating revenue and profit for 2016 had the acquisition occurred on January 1, 2016.

   

2016

   

Operational revenues, net

 

Profit or loss, net

CPFL Energia Consolidated

 

19,112,089

 

879,057

Pro-forma adjustments (*)

 

2,365,090

 

(403,839)

Total

 

21,477,179

 

475,218

 

(*) The pro forma adjustments in the operating net revenue consider the addition of the subsidiary’s net operating revenue for the period in which it was not a subsidiary and, consequently, was not consolidated by the Company. The pro form adjustments to profit for the year consider: (i) addition of the subsidiary’s result for the period in which it was not consolidated by the Company; (ii) inclusion of the amortization of the intangible asset acquired on the business combination and the amortization of the fair value of the distribution infrastructure intangible asset, had the acquisition occurred on January 1, 2016.

 

13.5Noncontrolling 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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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

13.5.1    Movements in noncontrolling interests

   

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

 

Total

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%

   
                 

Equity attributable to noncontrolling interests

 

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%

   
                 

Equity attributable to noncontrolling interests

 

38,621

 

(65,311)

 

4,862

 

(21,828)

Dividends

 

(9,172)

 

(22,751)

 

1,096

 

(30,827)

Other movements

 

-

 

535

 

(1,176)

 

(641)

At December 31, 2016

 

263,719

 

2,060,963

 

77,966

 

2,402,648

Equity Interests and voting capital

 

35.00%

 

48.40%

 

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, 2016 and 2015 is as follows:  

   

December 31, 2016

 

December 31, 2015

 

 

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

 

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

Current assets

 

288,538

 

1,398,797

 

39,429

 

203,205

 

1,296,420

 

39,916

Cash and cash equivalents

 

238,241

 

908,982

 

24,688

 

154,845

 

871,503

 

30,907

Noncurrent assets

 

927,948

 

11,066,086

 

122,991

 

997,049

 

10,607,682

 

126,147

                         

Current liabilities

 

121,646

 

1,313,466

 

9,586

 

128,920

 

1,174,865

 

16,515

Borrowings and debentures

 

60,162

 

889,981

 

324

 

62,279

 

854,042

 

392

Other financial liabilities

 

20,800

 

85,523

 

1,056

 

39,068

 

75,716

 

6,497

Noncurrent liabilities

 

341,356

 

6,713,610

 

36,404

 

401,988

 

6,425,440

 

40,908

Borrowings and debentures

 

254,732

 

5,517,890

 

36,167

 

318,864

 

5,167,017

 

40,908

Other financial liabilities

 

86,624

 

633

 

-

 

83,124

 

633

 

-

Equity

 

753,484

 

4,437,807

 

116,431

 

669,346

 

4,303,797

 

108,639

Equity attributable to owners of the Company

 

753,484

 

4,324,589

 

116,431

 

669,346

 

4,176,063

 

108,639

Equity attributable to noncontrolling interests

 

-

 

113,218

 

-

 

-

 

127,734

 

-

                         
   

2016

 

2015

   

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

 

CERAN

 

CPFL Renováveis

 

Paulista Lajeado

Net operating revenue

 

301,179

 

1,646,589

 

30,820

 

281,374

 

1,499,356

 

31,225

Operational costs and expenses

 

(67,242)

 

(653,459)

 

(27,404)

 

(71,033)

 

(498,005)

 

(22,400)

Depreciation and amortization

 

(48,082)

 

(553,169)

 

(3)

 

(45,986)

 

(540,578)

 

(7)

Interest income

 

28,232

 

112,389

 

2,728

 

17,532

 

115,639

 

2,243

Interest expense

 

(36,485)

 

(591,626)

 

(1,383)

 

(40,801)

 

(551,407)

 

(1,206)

Income tax expense

 

(55,596)

 

(46,311)

 

(1,137)

 

(38,381)

 

(49,221)

 

(2,843)

Profit (loss) for the year

 

110,345

 

(143,706)

 

12,134

 

74,256

 

(48,717)

 

12,374

Attributable to owners of the Company

 

110,345

 

(151,900)

 

12,134

 

74,256

 

(54,447)

 

12,374

Attributable to noncontrolling interests

 

-

 

8,195

 

-

 

-

 

5,730

 

-

 

13.5.3    Joint ventures

Summarized financial information on joint ventures at December 31, 2016 and 2015 is as follows:

59

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

   

December 31, 2016

 

December 31, 2015

   

Enercan

 

Baesa

 

Chapecoense

 

Epasa

 

Enercan

 

Baesa

 

Chapecoense

 

Epasa

Current assets

 

405,874

 

54,703

 

577,296

 

257,082

 

292,133

 

105,198

 

356,493

 

305,371

Cash and cash equivalents

 

288,956

 

18,946

 

280,083

 

85,709

 

112,387

 

75,097

 

239,192

 

120,307

Noncurrent assets

 

1,174,869

 

1,117,120

 

2,892,371

 

562,462

 

1,253,002

 

1,174,604

 

3,079,957

 

600,413

                                 

Current liabilities

 

196,760

 

116,192

 

391,402

 

172,401

 

264,721

 

188,077

 

447,142

 

336,794

Borrowings and debentures

 

87,560

 

87,032

 

137,753

 

35,555

 

86,724

 

111,422

 

136,323

 

57,269

Other financial liabilities

 

7,848

 

24,119

 

78,372

 

62,762

 

81,121

 

70,793

 

115,360

 

122,921

Noncurrent liabilities

 

229,085

 

352,142

 

2,024,989

 

259,559

 

309,317

 

427,284

 

2,108,820

 

292,490

Borrowings and debentures

 

153,020

 

63,196

 

1,292,239

 

218,891

 

240,336

 

155,826

 

1,404,553

 

251,914

Other financial liabilities

 

26,254

 

276,600

 

730,494

 

28,686

 

24,759

 

260,042

 

703,556

 

40,381

Equity

 

1,154,897

 

703,489

 

1,053,275

 

387,584

 

971,097

 

664,442

 

880,488

 

276,500

                                 
   

2016

 

2015

   

Enercan

 

Baesa

 

Chapecoense

 

Epasa

 

Enercan

 

Baesa

 

Chapecoense

 

Epasa

Net operating revenue

 

564,966

 

239,730

 

789,732

 

548,145

 

523,055

 

427,561

 

729,511

 

949,246

Operational costs and expenses

 

(137,159)

 

(76,985)

 

(140,212)

 

(328,093)

 

(196,480)

 

(260,004)

 

(149,219)

 

(729,994)

Depreciation and amortization

 

(53,888)

 

(51,429)

 

(126,770)

 

(35,075)

 

(53,733)

 

(55,342)

 

(130,652)

 

(32,413)

Interest income

 

31,602

 

9,115

 

35,113

 

10,329

 

15,742

 

8,426

 

28,235

 

11,275

Interest expense

 

(36,275)

 

(23,961)

 

(125,192)

 

(23,128)

 

(56,049)

 

(22,555)

 

(132,625)

 

(29,778)

Income tax expense

 

(121,223)

 

(20,401)

 

(106,683)

 

(28,011)

 

(76,795)

 

(5,165)

 

(76,880)

 

(32,869)

Profit (loss) for the year

 

240,363

 

39,405

 

212,294

 

126,665

 

153,269

 

10,028

 

151,935

 

118,734

Equity interests and voting capital

 

48.72%

 

25.01%

 

51.00%

 

53.34%

 

48.72%

 

25.01%

 

51.00%

 

53.34%

 

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 dividend 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, 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).

 

13.6Capital increase and decrease

13.6.1          CPFL Serviços and CPFL Telecom

At the Extraordinary General Meeting (EGM) held on April 26, 2016, the capital increases by the Company in subsidiaries CPFL Serviços and CPFL Telecom, in the amounts of R$ 43,026 and R$ 19,000 respectively, were approved.

 

13.6.2          CPFL Jaguariúna and Authi

At the Executive Officers Meeting held on April 27, 2016, the capital increases by the Company in subsidiaries CPFL Jaguariúna and Authi, in the amounts of R$ 80 and R$ 2,600, respectively, were approved.

 

60

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

( 14 )      PROPERTY, PLANT AND EQUIPMENT

 

 

Consolidated

 

Land

 

Reservoirs, dams and water mains

 

Buildings, construction and improvements

 

Machinery and equipment

 

Vehicles

 

Furniture and fittings

 

In progress

 

Total

As of December 31, 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)

As of 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)

                               

Additions

-

 

171

 

-

 

236

 

-

 

-

 

1,084,612

 

1,085,019

Disposals

-

 

-

 

(421)

 

(6,705)

 

(1,249)

 

(779)

 

(26,696)

 

(35,850)

Transfers

8,325

 

95,799

 

177,902

 

1,160,915

 

22,467

 

456

 

(1,465,864)

 

-

Reclassification - cost

(137)

 

(1,434)

 

(40,852)

 

52,205

 

12

 

(39)

 

(1,219)

 

8,536

Transfers from/to other assets - cost

-

 

3

 

-

 

(5,025)

 

(167)

 

(452)

 

(10,523)

 

(16,164)

Depreciation

(7,632)

 

(75,659)

 

(54,035)

 

(377,529)

 

(8,888)

 

(1,676)

 

-

 

(525,420)

Write-off of depreciation

(7)

 

1

 

62

 

4,694

 

480

 

254

 

-

 

5,484

Reclassification - depreciation

(1,211)

 

(967)

 

(5,374)

 

(1,002)

 

7

 

11

 

-

 

(8,536)

Transfers from/to other assets - depreciation

-

 

3

 

(46)

 

1,374

 

150

 

91

 

-

 

1,572

Impairment

-

 

-

 

-

 

-

 

-

 

-

 

(5,221)

 

(5,221)

Business combination

-

 

-

 

-

 

2,140

 

27,175

 

-

 

1,049

 

30,364

As of December 31, 2016

176,145

 

1,394,162

 

1,153,220

 

6,655,391

 

76,217

 

7,562

 

250,302

 

9,712,998

Historical cost

206,330

 

2,060,191

 

1,652,934

 

9,066,408

 

106,920

 

21,507

 

250,302

 

13,364,592

Accumulated depreciation

(30,185)

 

(666,028)

 

(499,714)

 

(2,411,017)

 

(30,704)

 

(13,945)

 

-

 

(3,651,594)

                               

Average depreciation rate 2016

3.86%

 

3.69%

 

3.30%

 

4.19%

 

14.31%

 

10.01%

       

Average depreciation rate 2015

3.86%

 

3.66%

 

3.46%

 

4.62%

 

14.24%

 

10.49%

       

 

61

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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$ 182,181 in December 31, 2016 (R$ 612,083 in December 31, 2015).

The amounts recognized in line item “Reclassification – cost”, related mainly to the subsidiary CPFL Renováveis, refer to transfers for adjustments between groups of property, plant and equipment and do not change the amount of the depreciation expense recognized in the period since their respective useful lives were not changed.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 2016, R$ 54,733 was capitalized in the consolidated financial statements (R$ 34,212 in 2015) at a rate of 11.70% (11.16% in 2015).

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

At December 31, 2016, the total amount of property, plant and equipment pledged as collateral for borrowings, as mentioned in note 17, is approximately R$ 4,198,472, mainly relating to the subsidiary CPFL Renováveis (R$ 4,157,894).

 

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 Brazilian economic conditions have deteriorated even further during 2016, a complement of R$ 5,221 was recorded in subsidiary CPFL Telecom, relating to the provision for impairment of cash-generating units (in 2015, R$ 31,284 in the subsidiary CPFL Telecom and R$ 1,828 in subsidiary CPFL Total). This loss was recognized in the statement of profit or loss in line item “Other operating expenses” (note 29).

Such provisions for impairment were based on the assessment of the cash-generating units comprising fixed assets of those subsidiaries which, separately, are not featured as an operating segment (note 31). Additionally, during 2016 and 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.

62

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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

   

As of 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)

                           

As of 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

 

18,525,004

Accumulated Amortization

(37)

 

(3,086,356)

 

(6,099,675)

 

-

 

(7,097)

 

(121,500)

 

(9,314,665)

                           

Additions

-

 

-

 

-

 

1,213,924

 

-

 

10,507

 

1,224,431

Amortization

-

 

(255,110)

 

(498,891)

 

-

 

(1,419)

 

(12,438)

 

(767,858)

Transfer - intangible assets

-

 

-

 

610,032

 

(610,032)

 

-

 

-

 

-

Transfer - financial asset

-

 

-

 

9,452

 

(664,908)

 

-

 

-

 

(655,456)

Disposal and transfer - other assets

-

 

(7,283)

 

(48,346)

 

-

 

-

 

(7,410)

 

(63,040)

Business combinations

-

 

413,796

 

1,229,074

 

227,398

 

-

 

-

 

1,870,268

Impairment losses

-

 

(40,433)

 

-

 

-

 

-

 

(2,637)

 

(43,070)

                           

As of December 31, 2016

6,115

 

4,466,516

 

5,550,502

 

666,008

 

27,324

 

59,147

 

10,775,613

Historical cost

6,152

 

7,602,941

 

11,987,109

 

666,008

 

35,840

 

183,138

 

20,481,188

Accumulated Amortization

(37)

 

(3,136,425)

 

(6,436,607)

 

-

 

(8,516)

 

(123,990)

 

(9,705,575)

 

In the consolidated 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, in 2015 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 consolidated financial statements, in 2016, R$ 13,349 was capitalized (R$ 11,358 in 2015) at a rate of 7.74% p.a. (7.53% p.a. in 2015).

 

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:

63

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

 

Consolidated

 

December 31, 2016

 

2015

 

2016

 

2015

 

Historical cost

 

Accumulated amortization

 

Net value

 

Net value

 

Annual amortization rate

Intangible asset - acquired in business combinations

                     

Intangible asset acquired, not merged

                     

Parent company

                     

CPFL Paulista

304,861

 

(197,018)

 

107,843

 

117,829

 

3.28%

 

4.78%

CPFL Piratininga

39,065

 

(23,746)

 

15,319

 

16,614

 

3.31%

 

4.50%

RGE

3,150

 

(1,693)

 

1,457

 

1,590

 

4.24%

 

5.51%

CPFL Geração

54,555

 

(33,643)

 

20,912

 

22,757

 

3.38%

 

5.04%

CPFL Jaguari Geração

7,896

 

(3,582)

 

4,314

 

4,584

 

3.41%

 

6.36%

 

409,527

 

(259,682)

 

149,845

 

163,373

       
                       

Subsidiaries

                     

CPFL Renováveis

3,717,093

 

(722,065)

 

2,995,028

 

3,195,215

 

5.39%

 

4.35%

RGE Sul

101,055

 

(1,531)

 

99,524

 

-

 

9.09%

 

-

RGE

618

 

(145)

 

473

 

516

 

7.06%

 

7.06%

 

3,818,766

 

(723,742)

 

3,095,025

 

3,195,731

       
                       

Subtotal

4,228,294

 

(983,424)

 

3,244,869

 

3,359,104

       
                       

Intangible asset acquired and merged – Deductible

                     

Subsidiaries

                     

RGE

1,120,266

 

(862,342)

 

257,924

 

281,551

 

2.11%

 

1.79%

RGE Sul

312,741

 

(4,759)

 

307,982

 

-

 

9.09%

   

CPFL Geração

426,450

 

(313,497)

 

112,953

 

122,919

 

2.34%

 

3.80%

Subtotal

1,859,457

 

(1,180,598)

 

678,859

 

404,470

       
                       

Intangible asset acquired and merged – Reassessed

                     

Parent company

                     

CPFL Paulista

1,074,026

 

(722,461)

 

351,565

 

383,770

 

3.00%

 

4.34%

CPFL Piratininga

115,762

 

(70,366)

 

45,395

 

49,232

 

3.31%

 

4.50%

RGE

310,128

 

(171,659)

 

138,469

 

151,153

 

4.09%

 

5.32%

CPFL Jaguari Geração

15,275

 

(7,917)

 

7,358

 

7,818

 

3.01%

 

5.61%

Subtotal

1,515,190

 

(972,403)

 

542,787

 

591,972

       
                       

Total

7,602,941

 

(3,136,425)

 

4,466,516

 

4,355,546

       

 

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 dividend 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 nondeductible intangible asset was recognized for tax purposes.

Effective January 1, 2016, in compliance with the amendments to IAS 16/CPC 27 and IAS 38/CPC 04 (R1), the Company and its subsidiaries started to adopt prospectively, for all cases, the straight-line method of amortization over the remaining concession period.

 

64

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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 Brazilian economic conditions have deteriorated even further during 2016, a complement of R$ 2,637 was recorded in subsidiary CPFL Telecom, relating to the provision for impairment of cash-generating units (in 2015, R$ 1,835 in the subsidiary CPFL Telecom and R$ 4,009 in the subsidiary CPFL Total). This loss was recognized in the statement of profit or loss in line item “Other operating expenses” (note 29). Furthermore, the subsidiary CPFL Renováveis recognized a loss of R$ 40,433 on the intangible assets acquired in the business combination of Aiuruoca.

Such provisions for impairment were based on the assessment of these cash-generating units formed by the intangible assets of those subsidiaries, which, separately, do not feature an operating segment (note 31). Additionally, during 2016 and 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

   

Dec. 31, 2016

 

Dec. 31, 2015

Current

       

System service charges

 

59,935

 

203,961

Energy purchased

 

1,868,950

 

2,402,823

Electricity network usage charges

 

121,884

 

106,940

Materials and services

 

545,468

 

331,809

Free energy

 

131,893

 

115,676

Total

 

2,728,130

 

3,161,210

         

Noncurrent

       

Energy purchased

 

129,148

 

-

Materials and services

 

633

 

633

Total

 

129,781

 

633

 

The amounts of electricity supply recorded in noncurrent refer to the sale made by the indirect subsidiary RGE Sul in the period from September 1, 2000 to December 31, 2002, relating to the electricity purchase and sale transactions made on the Electric Energy Commercialization Chamber (CCEE) and adjusted, in 2002 and 2003, based on information and calculations prepared and disclosed by CCEE, the payment of which is suspended due to the judicial injunction obtained by the indirect subsidiary until the judgment of the lawsuit (notes 6 and 24).

65

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

( 17 )      INTEREST ON DEBTS AND BORROWINGS

 

   

Consolidated

   

December 31, 2016

 

December 31, 2015

   

Interest - Current and noncurrent

 

Principal

 

Total

 

Interest - Current and noncurrent

 

Principal

 

Total

     

Current

 

Noncurrent

     

Current

 

Noncurrent

 

Measured at cost

                               

Local currency

                               

Investment

 

17,827

 

842,015

 

4,606,227

 

5,466,069

 

17,775

 

693,058

 

4,970,715

 

5,681,549

Rental assets

 

38

 

1,034

 

3,955

 

5,028

 

17

 

687

 

3,434

 

4,138

Financial Institutions

 

234,096

 

255,355

 

1,517,251

 

2,006,702

 

179,656

 

382,411

 

1,350,746

 

1,912,812

Others

 

50

 

59,756

 

42,370

 

102,176

 

764

 

134,960

 

10,002

 

145,726

Total at cost

 

252,011

 

1,158,159

 

6,169,803

 

7,579,974

 

198,212

 

1,211,115

 

6,334,897

 

7,744,225

                                 

Measured at fair value

                               

Foreign currency

                               

Financial Institutions

 

22,062

 

595,101

 

4,922,463

 

5,539,626

 

40,714

 

1,651,199

 

5,560,517

 

7,252,430

Mark to market

 

-

 

(1,764)

 

(35,651)

 

(37,415)

 

-

 

(29,269)

 

(282,980)

 

(312,249)

Total at fair value

 

22,062

 

593,337

 

4,886,812

 

5,502,211

 

40,714

 

1,621,930

 

5,277,536

 

6,940,180

                                 

Borrowing costs

 

-

 

(5,213)

 

(32,930)

 

(38,143)

 

-

 

(1,391)

 

(20,227)

 

(21,618)

                                 

Total

 

274,073

 

1,746,284

 

11,023,685

 

13,044,041

 

238,926

 

2,831,654

 

11,592,206

 

14,662,787

 

   

Consolidated

         

Measured at amortized cost

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Annual interest

 

Amortization

 

Collateral

Local currency

                   

Investment

                   

CPFL Paulista

                   

FINEM V

 

37,078

 

70,293

 

TJLP + 2.12% to 3.3% (c)

 

72 monthly installments from February 2012

 

CPFL Energia guarantee and receivables

FINEM V

 

3,638

 

5,384

 

Fixed rate 8% (c)

 

90 monthly installments from August 2011

 

CPFL Energia guarantee and receivables

FINEM V

 

30,835

 

38,386

 

Fixed rate 5.5% (b)

 

96 monthly installments from February 2013

 

CPFL Energia guarantee and receivables

FINEM VI

 

149,984

 

197,145

 

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

 

72 monthly installments from January 2014

 

CPFL Energia guarantee and receivables

FINEM VI

 

8,907

 

10,412

 

Fixed rate 2.5% (a)

 

114 monthly installments from June 2013

 

CPFL Energia guarantee and receivables

FINEM VI

 

163,404

 

191,022

 

Fixed rate 2.5% (a)

 

96 monthly installments from December 2014

 

CPFL Energia guarantee and receivables

FINEM VII

 

57,798

 

63,777

 

Fixed rate 6% (b)

 

96 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINEM VII

 

73,435

 

65,304

 

SELIC + 2.62% to 2.66% (h)

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINEM VII

 

132,622

 

130,774

 

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

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINAME

 

25,356

 

33,808

 

Fixed rate 4.5%

 

96 monthly installments from January 2012

 

CPFL Energia guarantee

CPFL Piratininga

                   

FINEM IV

 

19,970

 

37,859

 

TJLP + 2.12% to 3.3% (c)

 

72 monthly installments from February 2012

 

CPFL Energia guarantee and receivables

FINEM IV

 

1,173

 

1,736

 

Fixed rate 8% (c)

 

90 monthly installments from August 2011

 

CPFL Energia guarantee and receivables

FINEM IV

 

16,035

 

19,962

 

Fixed rate 5.5% (b)

 

96 monthly installments from February 2013

 

CPFL Energia guarantee and receivables

FINEM V

 

43,836

 

57,621

 

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

 

72 monthly installments from January 2014

 

CPFL Energia guarantee and receivables

FINEM V

 

2,339

 

2,735

 

Fixed rate 2.5% (a)

 

114 monthly installments from June 2013

 

CPFL Energia guarantee and receivables

FINEM V

 

40,664

 

47,536

 

Fixed rate 2.5% (a)

 

96 monthly installments from December 2014

 

CPFL Energia guarantee and receivables

FINEM VI

 

41,620

 

39,605

 

SELIC + 2.62% to 2.66% (h)

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINEM VI

 

65,778

 

69,054

 

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

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINEM VI

 

28,198

 

30,463

 

Fixed rate 6% (b)

 

96 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINAME

 

12,023

 

16,031

 

Fixed rate 4.5%

 

96 monthly installments from January 2012

 

CPFL Energia guarantee

RGE

                   

FINEM V

 

22,444

 

42,549

 

TJLP + 2.12% to 3.3% (c)

 

72 monthly installments from February 2012

 

CPFL Energia guarantee and receivables

FINEM V

 

11,828

 

14,725

 

Fixed rate 5.5% (b)

 

96 monthly installments from February 2013

 

CPFL Energia guarantee and receivables

FINEM VI

 

80,126

 

105,322

 

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

 

72 monthly installments from January 2014

 

CPFL Energia guarantee and receivables

FINEM VI

 

942

 

1,102

 

Fixed rate 2.5% (a)

 

114 monthly installments from June 2013

 

CPFL Energia guarantee and receivables

FINEM VI

 

60,085

 

70,240

 

Fixed rate 2.5% (a)

 

96 monthly installments from December 2014

 

CPFL Energia guarantee and receivables

FINEM VII

 

39,442

 

43,522

 

Fixed rate 6% (b)

 

96 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINEM VII

 

65,261

 

59,348

 

SELIC + 2.62% to 2.66% (h)

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINEM VII

 

81,394

 

76,728

 

TJLP + 2.12% to 2.66% (d)

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and receivables

FINAME

 

6,033

 

8,045

 

Fixed rate 4.5%

 

96 monthly installments from January 2012

 

CPFL Energia guarantee

FINAME

 

168

 

227

 

Fixed rate 10.0%

 

90 monthly installments from May 2012

 

Liens on assets

FINAME

 

579

 

715

 

Fixed rate 10.0%

 

66 monthly installments from October 2015

 

Liens on assets

CPFLSanta Cruz

                   

FINEM

 

9,094

 

10,306

 

Fixed rate 6%

 

111 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

3,381

 

3,663

 

SELIC + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

6,062

 

7,382

 

TJLP + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

CPFL Leste Paulista

                   

FINEM

 

3,397

 

3,850

 

Fixed rate 6%

 

111 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

1,239

 

1,343

 

SELIC + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

2,224

 

2,709

 

TJLP + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

CPFL Sul Paulista

                   

FINEM

 

2,412

 

2,734

 

Fixed rate 6%

 

111 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

1,731

 

1,876

 

SELIC + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

3,122

 

3,803

 

TJLP + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

CPFL Jaguari

                   

Santander - Bank credit note

 

1,464

 

1,710

 

TJLP + 3.1%

 

96 monthly installments from June 2014

 

CPFL Energia guarantee

Santander - Bank credit note

 

572

 

808

 

UMBNDES + 2.1%

 

96 monthly installments from June 2014

 

CPFL Energia guarantee

FINEM

 

2,422

 

2,745

 

Fixed rate 6%

 

111 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

1,287

 

1,394

 

SELIC + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

FINEM

 

2,321

 

2,826

 

TJLP + 2.19%

 

72 monthly installments from April 2015

 

CPFL Energia guarantee

CPFL Mococa

                   

Santander - Bank credit note

 

1,883

 

2,200

 

TJLP + 3.1%

 

96 monthly installments from June 2014

 

CPFL Energia guarantee

Santander - Bank credit note

 

736

 

1,039

 

UMBNDES + 2.1%

 

96 monthly installments from June 2014

 

CPFL Energia guarantee

Santander - Bank credit note

 

1,413

 

1,932

 

UMBNDES +1.99%

 

96 monthly installments from October 2015

 

CPFL Energia guarantee

Santander - Bank credit note

 

4,081

 

4,619

 

TJLP + 2.99% (f)

 

96 monthly installments from October 2015

 

CPFL Energia guarantee

RGE SUL

                   

FINEP I

 

7,757

 

-

 

Fixed rate 5%

 

81 monthly installments from September 2013

 

Bank guarantee

FINEP II

 

7,562

 

-

 

TJLP

 

73 monthly installments from May 2016

 

Bank guarantee

CPFL Serviços

                   

FINAME

 

1,297

 

1,509

 

Fixed rate 2.5% to 5.5%

 

96 monthly installments from August 2014

 

CPFL Energia guarantee and liens on equipment

FINAME

 

313

 

357

 

Fixed rate 6%

 

72 monthly installments from April 2016

 

CPFL Energia guarantee and liens on equipment

FINAME

 

668

 

864

 

Fixed rate 7.7% to 10%

 

90 monthly installments from November 2012

 

CPFL Energia guarantee and liens on equipment

FINAME

 

11,292

 

13,049

 

Fixed rate 2.5% to 5.5%

 

114 monthly installments from February 2013

 

CPFL Energia guarantee and liens on equipment

FINAME

 

47

 

60

 

TJLP + 4.2%

 

90 monthly installments from November 2012

 

CPFL Energia guarantee and liens on equipment

FINAME

 

2,249

 

2,659

 

Fixed rate 6%

 

90 monthly installments from October 2014

 

CPFL Energia guarantee and liens on equipment

FINAME

 

101

 

108

 

Fixed rate 6%

 

96 monthly installments from July 2016

 

CPFL Energia guarantee and liens on equipment

FINAME

 

5,768

 

6,496

 

Fixed rate 6%

 

114 monthly installments from June 2015

 

CPFL Energia guarantee and liens on equipment

FINAME

 

762

 

1,002

 

TJLP + 2.2% to 3.2% (c)

 

56 monthly installments from July 2015

 

CPFL Energia guarantee and liens on equipment

FINAME

 

3,870

 

4,006

 

Fixed rate 9.5% to 10% (c)

 

66 monthly installments from October 2015

 

CPFL Energia guarantee and liens on equipment

FINAME

 

1,589

 

-

 

Fixed rate 6% to 10% (e)

 

66 monthly installments from April 2016

 

CPFL Energia guarantee and liens on equipment

FINAME

 

5,832

 

-

 

TJLP + 3.50% (e)

 

48 monthly installments from July 2017

 

CPFL Energia guarantee and liens on equipment

FINAME

 

2,511

 

-

 

SELIC + 3.86% to 3.90% (k)

 

48 monthly installments from July 2017

 

CPFL Energia guarantee and liens on equipment

FINAME

 

1,147

 

-

 

SELIC + 3.74% (d)

 

36 monthly installments from November 2018

 

CPFL Energia guarantee and liens on equipment

FINAME

 

495

 

-

 

TJLP + 3.40% (h)

 

36 monthly installments from November 2018

 

CPFL Energia guarantee and liens on equipment

 

 

66

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

CERAN

                   

BNDES

 

266,484

 

312,150

 

TJLP + 3.69% to 5%

 

168 monthly installments from December 2005

 

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

BNDES

 

48,409

 

68,993

 

UMBNDES + 5% (1)

 

168 monthly installments from February 2006

 

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

CPFL Transmissão Piracicaba

                   

FINAME

 

16,871

 

19,466

 

Fixed rate 3.0%

 

96 monthly installments from July 2015

 

CPFL Energia guarantee

CPFL Telecom

                   

FINAME

 

7,448

 

7,610

 

Fixed rate 6.0% (b)

 

60 monthly installments from December 2016

 

CPFL Energia guarantee

FINEM

 

7,849

 

7,018

 

SELIC + 3.12% (h)

 

60 monthly installments from December 2016

 

CPFL Energia guarantee

FINEM

 

21,342

 

21,544

 

TJLP + 2.12% to 3.12% (c)

 

60 monthly installments from December 2016

 

CPFL Energia guarantee

FINEM

 

470

 

-

 

TJLP (l)

 

60 monthly installments from December 2016

 

CPFL Energia guarantee

CPFL Renováveis

                   

FINEM I

 

262,224

 

290,445

 

TJLP + 1.95%

 

168 monthly installments from October 2009

 

PCH Holding a joint and several debtor, letters of guarantee

FINEM II

 

22,210

 

25,308

 

TJLP + 1.90%.

 

144 monthly installments from June 2011

 

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

FINEM III

 

495,912

 

528,528

 

TJLP + 1.72%

 

192 monthly installments from May 2013

 

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

FINEM V

 

80,362

 

90,678

 

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

 

74,737

 

79,457

 

TJLP + 2.05%

 

192 monthly installments from October 2013

 

Pledge of CPFL Renováveis shares, assignment of receivables

FINEM VII

 

138,474

 

156,737

 

TJLP + 1.92 %

 

156 monthly installments from October 2010

 

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

FINEM IX

 

25,195

 

32,289

 

TJLP + 2.15%

 

120 monthly installments from May 2010

 

Pledge of shares, liens on machinery and equipment, real estate mortgages and guarantee letter

FINEM X

 

230

 

528

 

TJLP

 

84 monthly installments from October 2010

 

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

FINEM XI

 

105,670

 

115,676

 

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

 

317,289

 

335,894

 

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

 

318,257

 

296,891

 

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

 

TJLP + 3.50%

 

120 monthly installments from June 2007

 

Pledge of shares and of credit rights, liens on machines and equipment to be acquired with the resources of the operation

FINEM XV

 

27,305

 

31,227

 

TJLP + 3.44%

 

139 monthly installments from September 2011

 

Pledge of shares, assignment of credit rights, pledge of grantor rights and reserve account

FINEM XVI

 

6,418

 

8,500

 

Fixed rate 5.50%

 

101 monthly installments from September 2011

 

Pledge of shares, assignment of credit rights, pledge of grantor rights and reserve account

FINEM XVII

 

460,426

 

490,786

 

TJLP + 2.18%

 

192 monthly installments from January 2013

 

Pledge of shares, assignment of credit rights, liens on machinery and equipment, assignment of receivables, reserve account

FINEM XVIII

 

13,763

 

18,481

 

Fixed rate 4.5%

 

102 monthly installments from June 2011

 

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

FINEM XIX

 

29,559

 

31,381

 

TJLP + 2.02%

 

192 monthly installments from January 2014

 

Pledge of shares and assignment of receivables

FINEM XX

 

44,650

 

52,091

 

Fixed rate 2.5%

 

108 monthly installments from January 2014

 

Pledge of shares and assignment of receivables

FINEM XXI

 

40,281

 

42,765

 

TJLP + 2.02%

 

192 monthly installments from January 2014

 

Pledge of shares and assignment of receivables

FINEM XXII

 

39,281

 

45,828

 

Fixed rate 2.5%

 

108 monthly installments from January 2014

 

Pledge of shares and assignment of receivables

FINEM XXIII

 

1,729

 

2,305

 

Fixed rate 4.5%

 

102 monthly installments from June 2011

 

Pledge of shares and assignment of receivables

FINEM XXIV

 

109,580

 

136,528

 

Fixed rate 5.5%

 

108 monthly installments from January 2012

 

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

FINEM XXV

 

87,492

 

79,010

 

TJLP + 2.18%

 

192 monthly installments from July 2016

 

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

FINEM XXVI

 

525,011

 

270,768

 

TJLP + 2.75%

 

192 monthly installments from July 2017

 

Penhor de ações e de máquinas e equipamentos, cessão fiduciária dos direitos creditórios, conta reserva.
Pledge of shares and machines and equipment, assignment of credit rights, reserve account

FINEM XXVII

 

70,532

 

-

 

TJLP + 2,02%

 

162 monthly installments from November 2016

 

Pledge of shares of the intervening parties, assignment of credit rights, pledge of incidental rights authorized by ANEEL and SPE Reserve Account

FINAME IV

 

2,857

 

3,327

 

Fixed rate 2.5%

 

96 monthly installments from February 2015

 

Liens and CPFL Renováveis guarantee

FINEP I

 

1,397

 

1,890

 

Fixed rate 3.5%

 

61 monthly installments from October 2014

 

Bank guarantee

FINEP II

 

10,445

 

10,383

 

TJLP - 1.0%

 

85 monthly installments from June 2017

 

Bank guarantee

FINEP III

 

5,232

 

6,374

 

TJLP + 2.0%

 

73 monthly installments from July 2015

 

Bank guarantee

BNB I

 

100,323

 

108,835

 

Fixed rate 9.5% to 10%

 

168 monthly installments from January 2009

 

Liens, pledge of shares and SIIF Energy guarantee

BNB II

 

158,364

 

165,324

 

Fixed rate 10% (J)

 

222 monthly installments from May 2010

 

CPFL Energia guarantee

BNB III

 

29,020

 

30,837

 

Fixed rate 9.5%

 

228 monthly installments from July 2009

 

Guarantee, liens on assets, assignment of credit rights

NIB

 

67,872

 

72,739

 

IGPM + 8.63%

 

50 quarterly installments from June 2011

 

No guarantee

Banco do Brasil

 

-

 

31,014

 

Fixed rate 10.0%

 

132 monthly installments from June 2010

 

Pledge of shares, pledge of the intervening parties and credit rights, assignment of revenues, bank guarantee, insurance and reserve account

CPFL Brasil

                   

FINEP

 

-

 

1,864

 

Fixed rate 5%

 

81 monthly installments from August 2011

 

Receivables

                     

Purchase of assets

                   

CPFL ESCO

                   

FINAME

 

2,923

 

3,544

 

Fixed rate 4.5% to 8.7%

 

96 monthly installments from March 2012

 

CPFL Energia guarantee

FINAME

 

99

 

117

 

Fixed rate 6%

 

72 monthly installments from October 2016

 

CPFL Energia guarantee

FINAME

 

234

 

261

 

TJLP + 2.70%

 

48 monthly installments from August 2016

 

CPFL Energia guarantee

FINAME

 

219

 

216

 

SELIC + 2.70%

 

48 monthly installments from August 2016

 

CPFL Energia guarantee

FINAME

 

121

 

-

 

Fixed rate 9.5%

 

48 monthly installments from October 2016

 

CPFL Energia guarantee

FINAME

 

678

 

-

 

Fixed rate 9.5% (e)

 

48 monthly installments from February 2017

 

CPFL Energia guarantee and liens on equipment

FINAME

 

753

 

-

 

TJLP + 3.50% (e)

 

48 monthly installments from August 2017

 

CPFL Energia guarantee and liens on equipment

                     

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

 

380,403

 

331,549

 

104.90% of CDI (f)

 

2 annual installments from July 2017

 

CPFL Energia guarantee

CPFL Piratininga

                   

Banco do Brasil - Working capital

 

66,951

 

58,353

 

104.90% of CDI (f)

 

2 annual installments from July 2017

 

CPFL Energia guarantee

CPFL Santa Cruz

                   

Banco do Brasil - Working capital

 

50,213

 

43,764

 

104.90% of CDI (f)

 

2 annual installments from July 2017

 

CPFL Energia guarantee

Banco IBM - Working capital

 

6,925

 

7,637

 

CDI + 0.27% (f)

 

12 semiannual installments from June 2015

 

CPFL Energia guarantee

CPFL Leste Paulista

                   

Banco IBM - Working capital

 

5,405

 

6,587

 

100.0% of CDI

 

14 semiannual installments from December 2012

 

CPFL Energia guarantee

Banco IBM - Working capital

 

20,955

 

23,790

 

CDI + 0.1%

 

12 semiannual installments from October 2014

 

CPFL Energia guarantee

Banco IBM - Working capital

 

15,658

 

17,268

 

CDI + 0.27%

 

12 semiannual installments from March 2015

 

CPFL Energia guarantee

Banco IBM - Working capital

 

6,993

 

8,052

 

CDI + 1.33% (f)

 

12 semiannual installments from January 2016

 

CPFL Energia guarantee

CPFL Sul Paulista

                   

Banco do Brasil - Working capital

 

31,954

 

27,850

 

104.90% of CDI (f)

 

2 annual installments from July 2017

 

CPFL Energia guarantee

Banco IBM - Working capital

 

7,888

 

8,914

 

CDI + 0.27% to 1.33 (f)

 

12 semiannual installments from June 2015

 

CPFL Energia guarantee

Banco IBM - Working capital

 

6,784

 

-

 

CDI + 1.27% (g)

 

Semiannual installments from February 2017

 

CPFL Energia guarantee

CPFL Jaguari

                   

Banco do Brasil - Working capital

 

4,413

 

3,846

 

104.90% of CDI (f)

 

2 annual installments from July 2017

 

CPFL Energia guarantee

Banco IBM - Working capital

 

10,726

 

13,266

 

100.0% of CDI

 

14 semiannual installments from December 2012

 

CPFL Energia guarantee

Banco IBM - Working capital

 

11,297

 

12,825

 

CDI + 0.1%

 

12 semiannual installments from October 2014

 

CPFL Energia guarantee

CPFL Mococa

                   

Banco do Brasil - Working capital

 

28,911

 

25,198

 

104.90% of CDI (f)

 

2 annual installments from July 2017

 

CPFL Energia guarantee

Banco IBM - Working capital

 

3,481

 

4,305

 

100.0% of CDI

 

14 semiannual installments from December 2012

 

CPFL Energia guarantee

Banco IBM - Working capital

 

13,296

 

14,663

 

CDI + 0.27%

 

12 semiannual installments from March 2015

 

CPFL Energia guarantee

 

67

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

CPFL Serviços

                   

Banco IBM - Working capital

 

3,473

 

5,111

 

CDI + 0.10%

 

11 semiannual installments from June 2013

 

CPFL Energia guarantee

CPFL Geração

                   

Banco do Brasil - Working capital

 

641,316

 

642,124

 

109.5% of CDI

 

1 installment in March 2019

 

CPFL Energia guarantee

CPFL Renováveis

                   

HSBC

 

250,363

 

290,679

 

CDI + 0.5% (i)

 

8 annual installment from June 2013

 

Pledge of shares

Safra

 

208,547

 

-

 

105% of CDI

 

14 installments from August 2016

 

Redeemable preferred shares structure

Banco BBM - Bank credit note

 

44,171

 

-

 

CDI + 3.40%

 

1 installment in March 2018

 

No guarantee

Banco ABC - Bank credit note

 

44,217

 

-

 

CDI + 3.80%

 

1 installment in December 2017

 

No guarantee

Banco ABC - Promissory notes

 

105,883

 

-

 

CDI + 3.80%

 

Semiannual installments from February 2017

 

No guarantee

CPFL Telecom

                   

Banco IBM - Working capital

 

31,449

 

35,689

 

CDI + 0.18%

 

12 semiannual installments from August 2014

 

CPFL Energia guarantee

CPFL Transmissão Morro Agudo

                   

Santander

 

5,031

 

-

 

CDI + 1.60% (k)

 

1 installment in March 2017

 

CPFL Energia guarantee

                     

Others

                   

Eletrobrás

                   

CPFL Paulista

 

2,960

 

3,931

 

RGR + 6% to 6.5%

 

monthly installments from August 2006

 

Receivables and promissory notes

CPFL Piratininga

 

-

 

88

 

RGR + 6%

 

monthly installments from August 2006

 

Receivables and promissory notes

RGE

 

5,851

 

7,658

 

RGR + 6%

 

monthly installments from August 2006

 

Receivables and promissory notes

CPFL Santa Cruz

 

508

 

1,029

 

RGR + 6%

 

monthly installments from January 2007

 

Receivables and promissory notes

CPFL Leste Paulista

 

338

 

532

 

RGR + 6%

 

monthly installments from February 2008

 

Receivables and promissory notes

CPFL Sul Paulista

 

303

 

544

 

RGR + 6%

 

monthly installments from August 2007

 

Receivables and promissory notes

CPFL Jaguari

 

9

 

24

 

RGR + 6%

 

monthly installments from June 2007

 

Receivables and promissory notes

CPFL Mococa

 

122

 

170

 

RGR + 6%

 

monthly installments from January 2008

 

Receivables and promissory notes

RGE SUL

 

25,946

 

-

 

Fixed rate 5%

 

120 monthly installments from June 2012

 

Bank guarantee

Others

 

66,141

 

131,751

           

Subtotal local currency

 

7,579,974

 

7,744,225

           
                     

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 (***)

 

327,503

 

397,324

 

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

 

1 installment in october 2018

 

CPFL Energia guarantee and promissory notes

Bank of America Merrill Lynch

 

146,703

 

175,750

 

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

 

1 installment in September 2018

 

CPFL Energia guarantee and promissory notes

Bank of Tokyo-Mitsubishi

 

163,279

 

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

 

163,106

 

195,380

 

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

 

4 semiannual installments from September 2017

 

CPFL Energia guarantee and promissory notes

BNP Paribas

 

68,663

 

85,991

 

Euro + 1.6350% (3)

 

1 installment in January 2018

 

CPFL Energia guarantee and promissory notes

Citibank

 

-

 

195,502

 

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

 

282,808

 

338,504

 

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

 

1 installment in January 2018

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

130,522

 

156,381

 

US$ + 2.28% to 2.32% (3)

 

1 installment in December 2017

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

115,382

 

138,255

 

US$ + 2.36% to 2.39% (3)

 

1 installment in January 2018

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

82,544

 

98,891

 

US$ + 2.74% (3)

 

1 installment in January 2019

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

49,311

 

59,080

 

US$ + 2.2% (3)

 

1 installment in February 2018

 

CPFL Energia guarantee and promissory notes

Bank of America Merrill Lynch

 

490,334

 

587,094

 

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

 

1 installment in February 2018

 

CPFL Energia guarantee and promissory notes

Mizuho Bank

 

244,484

 

292,895

 

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

 

3 semiannual installments from March 2018

 

CPFL Energia guarantee and promissory notes

Morgan Stanley

 

-

 

196,502

 

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

 

1 installment in September 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

-

 

95,502

 

US$ + 3.3125% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

Syndicated transaction (**) - Bank of America Merrill Lynch, Citibank, HSBC and EDC-Export Development Canada

 

218,104

 

-

 

US$ + Libor 3 months + 2.7% (4)

 

5 semiannual installments from May 2019

 

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

 

188,822

 

236,474

 

Euro + 1.6350% (3)

 

1 installment in January 2018

 

CPFL Energia guarantee and promissory notes

Citibank

 

204,486

 

244,778

 

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

 

2 annual installments from January 2019

 

CPFL Energia guarantee and promissory notes

Citibank

 

163,225

 

195,502

 

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

 

1 installment in March 2019

 

CPFL Energia guarantee and promissory notes

Santander

 

-

 

177,268

 

US$ + 2.58% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

-

 

124,737

 

US$ + 3.3125% (3)

 

1 installment in July 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

54,235

 

64,980

 

US$ + 2.08% (3)

 

1 installment in August 2017

 

CPFL Energia guarantee and promissory notes

Sumitomo

 

163,712

 

195,938

 

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

 

1 installment in April 2018

 

CPFL Energia guarantee and promissory notes

Syndicated transaction (**) - Bank of America Merrill Lynch, Citibank, HSBC and EDC-Export Development Canada

 

218,104

 

-

 

US$ + Libor 3 months + 2.7% (4)

 

5 semiannual installments from May 2019

 

CPFL Energia guarantee and promissory notes

RGE

                   

Bank of Tokyo-Mitsubishi

 

58,852

 

70,439

 

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

 

1 installment in April 2018

 

CPFL Energia guarantee and promissory notes

Bank of Tokyo-Mitsubishi

 

267,740

 

320,602

 

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

 

1 installment in May 2018

 

CPFL Energia guarantee and promissory notes

Citibank

 

-

 

58,683

 

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

 

2 annual installments from May 2018

 

CPFL Energia guarantee and promissory notes

Citibank

 

-

 

274,426

 

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

 

1 installment in April 2017

 

CPFL Energia guarantee and promissory notes

HSBC

 

44,496

 

53,260

 

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

 

1 installment in October 2017

 

CPFL Energia guarantee and promissory notes

J.P. Morgan

 

199,826

 

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

Syndicated transaction (**) - Bank of America Merrill Lynch, Citibank, HSBC and EDC-Export Development Canada

 

218,104

 

-

 

US$ + Libor 3 months + 2.7% (4)

 

5 semiannual installments from May 2019

 

CPFL Energia guarantee and promissory notes

CPFL Santa Cruz

                   

Santander

 

-

 

34,679

 

US$ + 2.544% (3)

 

1 installment in June 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

16,556

 

-

 

US$ + 3.37% (4) (g)

 

1 installment in July 2019

 

CPFL Energia guarantee and promissory notes

CPFL Sul Paulista

                   

Santander

 

-

 

38,147

 

US$ + 2.544% (3)

 

1 installment in June 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

16,556

 

-

 

US$ + 3.37% (4) (g)

 

1 installment in July 2019

 

CPFL Energia guarantee and promissory notes

CPFL Leste Paulista

                   

Scotiabank

 

16,556

 

-

 

US$ + 3.37% (4) (g)

 

1 installment in July 2019

 

CPFL Energia guarantee and promissory notes

CPFL Jaguari

                   

Santander

 

-

 

53,752

 

US$ + 2.544% (3)

 

1 installment in June 2016

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

16,556

 

-

 

US$ + 3.37% (4) (g)

 

1 installment in July 2019

 

CPFL Energia guarantee and promissory notes

CPFL Geração

                   

HSBC

 

326,159

 

390,757

 

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

 

1 installment in March 2017

 

CPFL Energia guarantee and promissory notes

China Construction Bank - Bank credit note

 

97,946

 

-

 

US$+Libor 3 months + 1.60% + 1.4% fee (4)

 

1 installment in June 2019

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

117,550

 

-

 

US$ + 3.37% (4) (g)

 

1 installment in July 2019

 

CPFL Energia guarantee and promissory notes

Citibank

 

391,380

 

-

 

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

 

3 annual installments from September 2018

 

CPFL Energia guarantee and promissory notes

China Construction Bank - Bank credit note

 

32,624

 

-

 

US$ + 3.37% (4) (g)

 

1 installment in September 2019

 

CPFL Energia guarantee and promissory notes

Scotiabank

 

163,125

 

-

 

US$ + 3.13% (f)

 

1 installment in December 2019

 

CPFL Energia guarantee

CPFL Serviços

                   

J.P. Morgan

 

-

 

14,760

 

US$ + 1.75% (3)

 

1 installment in October 2016

 

CPFL Energia guarantee and promissory notes

Paulista Lajeado

                   

Banco Itaú

 

35,771

 

42,862

 

US$ + 3.196% (4)

 

1 installment in March 2018

 

CPFL Energia guarantee and promissory notes

CPFL Brasil

                   

Scotiabank

 

44,501

 

53,317

 

US$ + 2.779% (3)

 

1 installment in August 2018

 

CPFL Energia guarantee and promissory notes

                     

Mark to market

 

(37,415)

 

(312,249)

           
                     

Subtotal foreign currency

 

5,502,211

 

6,940,180

           
                     

Borrowing costs (*)

 

(38,143)

 

(21,618)

           
                     

Total - Consolidated

 

13,044,041

 

14,662,787

           

 

 

68

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

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) 95.20% 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                   (k) 130.01% a 140% of CDI

(d) 70.1% to 80% of CDI                      (h) 120.1% to 130% of CDI                   (l) 50.1% a 60% of CDI

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

(**) Syndicated transaction – borrowings in foreign currency, having as counterpart a group of financial institutions.

 

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, 2016, the total balance of the borrowings measured at fair value was R$ 5,502,211 (R$ 6,940,180 at December 31, 2015).

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$ 37,415 (R$ 312,249 at December 31, 2015) on marking the borrowings to market, aligned with gains of R$ 24,504 (losses of R$ 184,518 at December 31, 2015) 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$ 61,919 (R$ 127,731 at December 31, 2015).

 

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

Maturity

 

Consolidated

2018

 

4,034,972

2019

 

2,784,486

2020

 

1,356,467

2021

 

688,645

2022

 

489,441

2023 to 2027

 

1,230,202

2028 to 2032

 

458,899

2033 to 2037

 

16,225

Subtotal

 

11,059,336

Mark to market

 

(35,651)

Total

 

11,023,685

 

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:

         

Consolidated

   

Accumulated variation

% of debt

Index

 

2016

 

2015

Dec. 31, 2016

 

Dec. 31, 2015

IGP-M

 

7.17

 

10.54

0.53

 

0.50

UMBND

 

(16.30)

 

47.00

0.38

 

0.49

TJLP

 

7.50

 

6.21

31.48

 

27.67

CDI

 

13.63

 

13.18

56.31

 

61.60

Others

       

11.31

 

9.74

         

100.00

 

100.00

 

69

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Main borrowings in the year:

       

R$ thousand

 

Company

 

Bank / credit issue

 

Total approved

 

Released in 2016

 

Released net of fundraising costs

 

Interest

 

Utilization

                         

Local currency

                       

Investment

                       

CPFL Paulista

 

FINEM VII

 

427,716

 

27,075

 

26,421

 

Quarterly

 

Subsidiary's investment plan

CPFL Piratininga

 

FINEM VI

 

194,862

 

7,866

 

7,586

 

Quarterly

 

Subsidiary's investment plan

RGE

 

FINEM VII

 

266,790

 

21,125

 

20,740

 

Quarterly

 

Subsidiary's investment plan

CPFL Serviços

 

FINAME (a)

 

12,277

 

11,886

 

11,886

 

Quarterly

 

Subsidiary's investment plan

CPFL Esco

 

FINAME (a)

 

1,543

 

1,525

 

1,525

 

Quarterly

 

Subsidiary's investment plan

CPFL Renováveis

 

FINEM XIII

 

379,948

 

38,873

 

38,873

 

Monthly

 

Subsidiary's investment plan

CPFL Renováveis

 

FINEM XXVII

 

69,103

 

67,628

 

67,628

 

Monthly

 

Subsidiary's investment plan

CPFL Renováveis

 

FINEM XXVI

 

764,109

 

219,028

 

218,370

 

Monthly

 

Subsidiary's investment plan

CPFL Renováveis

 

FINEM XXV

 

84,338

 

6,676

 

6,676

 

Monthly

 

Subsidiary's investment plan

Financial institutions

                       

CPFL Sul Paulista

 

Banco IBM - Bank credit notes (a)

 

6,459

 

6,459

 

6,459

 

Semiannually

 

Working capital improvement

CPFL Transmissão Morro Agudo

 

Santander / Bank credit notes (a)

 

5,000

 

5,000

 

5,000

 

With the principal

 

Working capital improvement

CPFL Renováveis: Alto Irani

 

Banco Safra / Redeemable preferred shares of the subsidiary Alto Irani (a)

 

75,000

 

75,000

 

73,416

 

Semiannually

 

Subsidiary's investment plan

CPFL Renováveis: Plano Alto

 

Banco Safra / Redeemable preferred shares of the subsidiary Plano Alto (a)

 

55,000

 

55,000

 

53,838

 

Semiannually

 

Subsidiary's investment plan

CPFL Renováveis: Figueirópolis

 

Banco Safra / Redeemable preferred shares of the subsidiary Figueirópolis (a)

 

70,000

 

70,000

 

68,521

 

Semiannually

 

Subsidiary's investment plan

CPFL Renováveis - Parent company

 

Banco BBM - Bank credit notes (a)

 

44,000

 

44,000

 

44,000

 

With the principal

 

Working capital improvement

CPFL Renováveis - Parent company

 

Banco ABC - Bank credit notes (a)

 

44,000

 

44,000

 

44,000

 

With the principal

 

Subsidiary's investment plan

CPFL Renováveis - Parent company

 

Banco ABC - Promissory notes (a)

 

100,000

 

100,000

 

99,294

 

Semiannually

 

Working capital improvement

       

2,600,145

 

801,141

 

794,233

       
                         

Foreign currency

                       

Financial institutions

                       

CPFL Paulista

 

Syndicalized transaction: Bank of America Merrill Lynch, Citibank, HSBC and EDC / Law 4.131

 

236,127

 

236,127

 

232,458

 

Quarterly

 

Working capital improvement

CPFL Piratininga

 

Syndicalized transaction: Bank of America Merrill Lynch, Citibank, HSBC and EDC / Law 4.131

 

236,127

 

236,127

 

232,461

 

Quarterly

 

Working capital improvement

RGE

 

Syndicalized transaction: Bank of America Merrill Lynch, Citibank, HSBC and EDC / Law 4.131

 

236,127

 

236,127

 

232,461

 

Quarterly

 

Working capital improvement

CPFL Santa Cruz

 

Scotiabank / Law 4.131

 

16,484

 

16,484

 

16,484

 

Semiannually

 

Working capital improvement

CPFL Leste Paulista

 

Scotiabank / Law 4.131

 

16,484

 

16,484

 

16,484

 

Semiannually

 

Working capital improvement

CPFL Sul Paulista

 

Scotiabank / Law 4.131

 

16,484

 

16,484

 

16,484

 

Semiannually

 

Working capital improvement

CPFL Jaguari

 

Scotiabank / Law 4.131

 

16,484

 

16,484

 

16,484

 

Semiannually

 

Working capital improvement

CPFL Geração

 

Scotiabank / Law 4.131

 

117,036

 

117,036

 

117,036

 

Semiannually

 

Working capital improvement

CPFL Geração

 

Scotiabank / Law 4.131

 

174,525

 

174,525

 

174,525

 

Semiannually

 

Working capital improvement

CPFL Geração

 

Citibank / Law 4.131

 

397,320

 

397,320

 

397,320

 

Quarterly

 

Working capital improvement

CPFL Geração

 

CCB China / Law 4.131 (a)

 

137,071

 

137,071

 

137,071

 

Quarterly

 

Working capital improvement

       

1,600,269

 

1,600,269

 

1,589,269

       
                         
       

4,200,414

 

2,401,411

 

2,383,502

       

 

(a) the agreement has no restrictive covenants

 

Restrictive covenants

BNDES:

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 the following parameters to be maintained in the indirect subsidiary:

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

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

70

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

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.

As of December 31, 2016 the indirect subsidiaries SPE Ninho da Águia Energia S.A., SPE Paiol Energia S.A. and SPE Várzea Alegre Energia S.A (subsidiaries of CPFL Renováveis) had not complied with the debt coverage ratio (ICSD), which requires cash generation of 1.2 times the debt service amount for the period. The total amount of the debts, R$ 87,376, was classified in current liabilities. Early maturity of the debt due to non-compliance with the debt coverage ratio agreed was not declared at December 31, 2016 and on March 7, 2017, the subsidiaries obtained a waiver from BNDES to determine the debt coverage ratio for the second semester of 2016. Failure to comply with the covenant also did not result in early maturity of other debts with specific cross-default conditions.

FINEM II and FINEM XVIII

·         Restrictions on the payments of dividend 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.

FINEM VII, FINEM X and FINEM XXIII

·         Maintaining the annual debt service coverage ratio at 1.2;

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

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 subsidiaries related to the contract at 1.3 or more;

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

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.

71

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

 

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 2016 the Company obtained from BNDES approval for non-compliance with the Net Debt/EBITDA ratio without the acceleration of the debt maturity for the year ended December 31, 2016.

FINEM XXVII

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

·         Maintaining the equity ratio (ICP) at 39.5% or more, defined by the ratio of Equity to Total Assets.

HSBC

·         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, J.P Morgan, Citibank, Scotiabank, Bank of Tokyo-Mitsubishi, Santander, Sumitomo, Mizuho, HSBC, BNP Paribas and syndicated transaction (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.

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 were subject to acceleration of their maturities in the event of any changes in the Company’s shareholding structure, except if at least one of the following shareholders, Camargo Corrêa and Previ, remained directly or indirectly in the Company’s control block.

72

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

In view of the change of the Company’s shareholding control in January 2017, the Company negotiated previously with the creditors of the Company and its direct and indirect subsidiaries the non-acceleration of the maturities of such borrowings, which started including State Grid International Development Limited or any entity directly or indirectly controlled by State Grid Corporation of China as exception for non-acceleration of their maturities.

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 financial and non-financial clauses are adequately complied with, except as mentioned previously in relation to the indirectly-controlled entity CPFL Renováveis, at December 31, 2016.

 

( 18 )      DEBENTURES AND INTERESTS ON DEBENTURES

 

                                   
     

Consolidated

     

December 31, 2016

 

December 31, 2015

 

Issue

 

Current and noncurrent interest

 

Current

 

Noncurrent

 

Total

 

Current and noncurrent interest

 

Current

 

Noncurrent

 

Total

Parent company

                                 

5th Issue

Single series

 

18,069

 

-

 

620,000

 

638,069

 

-

 

-

 

-

 

-

                                   

CPFL Paulista

                                 

6th Issue

Single series

 

47,079

 

198,000

 

462,000

 

707,079

 

47,292

 

-

 

660,000

 

707,292

7th Issue

Single series

 

28,913

 

-

 

505,000

 

533,913

 

29,546

 

-

 

505,000

 

534,546

     

75,992

 

198,000

 

967,000

 

1,240,992

 

76,838

 

-

 

1,165,000

 

1,241,838

                                   

CPFL Piratininga

                                 

6th Issue

Single series

 

7,846

 

33,000

 

77,000

 

117,846

 

7,882

 

-

 

110,000

 

117,882

7th Issue

Single series

 

13,455

 

-

 

235,000

 

248,455

 

13,749

 

-

 

235,000

 

248,749

     

21,301

 

33,000

 

312,000

 

366,301

 

21,631

 

-

 

345,000

 

366,631

                                   

RGE

                                 

6th Issue

Single series

 

35,666

 

150,000

 

350,000

 

535,666

 

35,828

 

-

 

500,000

 

535,828

7th Issue

Single series

 

9,733

 

-

 

170,000

 

179,733

 

9,946

 

-

 

170,000

 

179,946

     

45,399

 

150,000

 

520,000

 

715,399

 

45,774

 

-

 

670,000

 

715,774

                                   

RGE SUL

                                 

4th Issue

Single series

 

32,058

 

-

 

1,100,000

 

1,132,058

 

-

 

-

 

-

 

-

                                   

CPFL Santa Cruz

                                 

1st Issue

Single series

 

550

 

32,500

 

32,500

 

65,550

 

568

 

-

 

65,000

 

65,568

                                   

CPFL Brasil

                                 

2nd Issue

Single series

 

-

 

-

 

-

 

-

 

2,794

 

-

 

228,000

 

230,794

3rd Issue

Single series

 

11,657

 

-

 

400,000

 

411,657

 

-

 

-

 

-

 

-

     

11,657

 

-

 

400,000

 

411,657

 

2,794

 

-

 

228,000

 

230,794

                                   

CPFL Geração

                                 

5th Issue

Single series

 

12,969

 

546,000

 

546,000

 

1,104,969

 

13,382

 

-

 

1,092,000

 

1,105,382

6th Issue

Single series

 

23,228

 

-

 

460,000

 

483,228

 

23,531

 

-

 

460,000

 

483,531

7th Issue

Single series

 

16,379

 

-

 

635,000

 

651,379

 

16,770

 

-

 

635,000

 

651,770

8th Issue

Single series

 

3,369

 

-

 

85,520

 

88,889

 

3,153

 

-

 

80,024

 

83,177

9th Issue

Single series

 

524

 

-

 

50,278

 

50,802

               
     

56,470

 

546,000

 

1,776,798

 

2,379,268

 

56,835

 

-

 

2,267,024

 

2,323,859

                                   

CPFL Renováveis

                                 

1st Issue - SIIF (*)

1st to 12th series

 

762

 

41,938

 

461,314

 

504,014

 

788

 

38,965

 

467,577

 

507,329

1st Issue - PCH Holding 2

Single series

 

644

 

8,700

 

132,091

 

141,435

 

616

 

8,701

 

140,792

 

150,109

1st Issue - Renováveis

Single series

 

6,160

 

43,000

 

322,500

 

371,660

 

6,579

 

43,000

 

365,500

 

415,079

2nd Issue - Renováveis

Single series

 

11,486

 

30,000

 

270,000

 

311,486

 

11,894

 

-

 

300,000

 

311,894

3rd Issue - Renováveis

Single series

 

4,444

 

-

 

296,000

 

300,444

 

4,589

 

-

 

296,000

 

300,589

4th Issue - Renováveis

1st series

 

7,925

 

-

 

200,000

 

207,925

 

-

 

-

 

-

 

-

1st Issue - DESA

Single series

 

425

 

17,500

 

-

 

17,925

 

862

 

17,500

 

17,500

 

35,862

2nd Issue - DESA

Single series

 

29,153

 

-

 

65,000

 

94,153

 

16,487

 

-

 

65,000

 

81,487

1st Issue - Turbina 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

1st Issue - Pedra Cheirosa I

Single series

 

6,675

 

52,200

 

-

 

58,875

 

-

 

-

 

-

 

-

1st Issue - Pedra Cheirosa II

Single series

 

6,114

 

47,800

 

-

 

53,914

 

-

 

-

 

-

 

-

1st Issue - Boa Vista II

Single series

 

6,395

 

50,000

 

-

 

56,395

 

-

 

-

 

-

 

-

     

80,183

 

291,138

 

1,746,905

 

2,118,226

 

44,274

 

458,165

 

1,652,369

 

2,154,808

                                   

Borrowing costs (**)

   

(7,346)

 

(8,545)

 

(51,684)

 

(67,575)

 

-

 

-

 

(28,842)

 

(28,842)

                                   
     

334,333

 

1,242,095

 

7,423,519

 

8,999,946

 

248,714

 

458,165

 

6,363,552

 

7,070,430

 

(*) 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.

 

73

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

 

Issue

 

Quantity issued

 

Annual remuneration

 

Annual effective rate

 

Amortization conditions

 

Collateral

Parent company

                     

5th Issue

Single series

 

62,000

 

114.5% of CDI

 

120.65% of CDI

 

2 annual installments from October 2019

 

No guarantee

                       

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

                     

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

                       
                       

RGE SUL

                     

4th Issue

Single series

 

110,000

 

114.50% of CDI

 

120.65% of CDI

 

2 annual installments from October 2019

 

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

3rd Issue

Single series

 

40,000

 

114.5% of CDI

 

124.04%% of CDI

 

2 annual installments from October 2019

 

CPFL Energia guarantee

                       
                       

CPFL Geração

                     

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

9th Issue

Single series

 

50,000

 

IPCA+ 5.48%

 

101.74% of CDI

 

1 installment in October 2021

 

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

4th Issue - Renováveis

1st series

 

20,000

 

126% CDI

 

134.22% CDI

 

3 annual installments from September 2019

 

CPFL Renováveis guarantee

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 - Turbina 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

1st Issue - Pedra Cheirosa I

Single series

 

5,220

 

CDI + 2.85%

 

CDI + 2.85%

 

1 installment in September 2017

 

CPFL Renováveis guarantee

1st Issue - Pedra Cheirosa II

Single series

 

4,780

 

CDI + 2.85%

 

CDI + 2.85%

 

1 installment in September 2017

 

CPFL Renováveis guarantee

1st Issue - Boa Vista II

Single series

 

5,000

 

CDI + 2.85%

 

CDI + 2.85%

 

1 installment in September 2017

 

CPFL Renováveis guarantee

 

The subsidiaries entered into swap transactions in which they swap the fixed interest component of the transaction for the fluctuation of the interest rate 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’ principal recognized in noncurrent liabilities are scheduled as follows:

Maturity

 

Consolidated

2018

 

1,655,227

2019

 

3,000,726

2020

 

1,771,096

2021

 

595,340

2022

 

129,920

2023 to 2027

 

230,095

2028 to 2032

 

41,113

Total

 

7,423,519

 

Main debentures issued during the year

R$ thousand

Company

 

Issue

   

Released in 2016

 

Released net of borrowing costs

 

Interest

 

Utilization

Quantity issued

 

CPFL Energia - Parent company

 

5th Issue

 

62,000

 

620,000

 

609,060

 

Semiannual

 

Indirect acquisition of RGE Sul shares

CPFL Brasil

 

3rd Issue

 

40,000

 

400,000

 

389,077

 

Semiannual

 

Indirect acquisition of RGE Sul shares

CPFL Geração

 

9th Issue

 

50,000

 

50,000

 

48,843

 

Annual

 

Subsidiary's investment plan

CPFL Renováveis: Pedra Cheirosa I (a)

 

1st issue

 

5,200

 

52,200

 

51,602

 

With the principal

 

Subsidiary's investment plan

CPFL Renováveis: Pedra Cheirosa II (a)

 

1st issue

 

4,780

 

47,800

 

47,251

 

With the principal

 

Subsidiary's investment plan

CPFL Renováveis: Boa Vista II (a)

 

1st issue

 

5,000

 

50,000

 

49,426

 

With the principal

 

Subsidiary's investment plan

CPFL Renováveis - parent company

 

4th Issue

 

20,000

 

200,000

 

195,589

 

Semiannual

 

Debt profile and working capital improvement

           

1,420,000

 

1,390,847

       

 

74

 


 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

(a) the agreement has no restrictive covenants.

 

RESTRICTIVE COVENANTS

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 Energia, CPFL Paulista, CPFL Piratininga, RGE, RGE Sul, CPFL Geração, 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, 2016 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 December 2015, through the General Meeting of Debentureholders held on December 21, 2015.

(ii)     Debt Service Coverage ratio related to the calculation of June 2016, through the General Meeting of Debentureholders held on June 30, 2016.

2nd and 3rd Issues – 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.

4th Issue of CPFL Renováveis

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

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/dividend ratio of 5.5 or less in 2014, 5.5 in 2015, 4.0 in 2016, 3.5 in 2017 and 3.5 in 2018

 

Various debentures of the subsidiaries and joint ventures were subject to acceleration of their maturities in the event of any changes in the Company’s shareholding structure, except if at least one of the following shareholders, Camargo Corrêa and Previ, remained directly or indirectly in the Company’s control block.

75

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

In view of the change of the Company’s shareholding control in January 2017, the Company negotiated previously with the creditors of the Company and its direct and indirect subsidiaries and joint ventures the non-acceleration of the maturities of such debentures, which started including State Grid International Development Limited or any entity directly or indirectly controlled by State Grid Corporation of China as exception for non-acceleration of their maturities.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 financial and non-financial clauses are adequately complied with at December 31, 2016.

 

( 19 )      PRIVATE PENSION PLAN

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

19.1Characteristics

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. 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 the subsidiary.

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:

(i)      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. The subsidiary has full responsibility for covering the actuarial deficits of this Plan.

 

76

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

(ii)     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 the subsidiary and the participants.

 

(iii)    Variable Contribution Plan – implemented together with the Defined Benefit plan effective after March 31, 1998. This is a defined-benefit type pension plan up to the granting of the income, and generates no actuarial liability for the subsidiary. 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 Fundação CEEE. 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.

 

RGE Sul

Supplementary pension plans for its employees, former employees and related beneficiaries, managed by CEEE. The Single Plan is of the “defined benefit” type and is closed to new participants since February 2011. The Company’s contribution equates the contribution of the benefitted employees, in the proportion of one for one, including regarding the Fundação’s administrative costing plan. Currently the Itauprev plan is in effect, structured in the modality of defined contribution.

 

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.

 

77

 


 
 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

19.2Movements in the defined benefit plans

 

December 31, 2016

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

RGE Sul

 

Total

Present value of actuarial obligations

4,524,008

 

1,202,596

 

108,486

 

352,879

 

480,081

 

6,668,050

Fair value of plan's assets

(3,723,563)

 

(1,062,638)

 

(89,533)

 

(347,906)

 

(405,251)

 

(5,628,892)

Net actuarial liability recognized in the statement of financial position

800,445

 

139,958

 

18,953

 

4,972

 

74,830

 

1,039,158

 

 

December 31, 2015

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

RGE Sul

 

Total

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 obligations (fair value of assets), net

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

 

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

 

RGE Sul

 

Total

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 demographic assumptions

(226)

 

(614)

 

(12)

 

(6)

 

-

 

(858)

Actuarial loss (gain): effect of changes in financial 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

Business combination

-

 

-

 

-

 

-

 

474,710

 

474,710

Gross current service cost

828

 

3,242

 

76

 

59

 

365

 

4,570

Interest on actuarial obligations

467,872

 

121,158

 

11,184

 

35,211

 

8,469

 

643,894

Participants' contributions transferred during the year

59

 

2,020

 

-

 

319

 

165

 

2,563

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

-

 

-

 

-

 

3,602

 

-

 

3,602

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

619,803

 

193,652

 

14,909

 

57,793

 

3,613

 

889,770

Benefits paid during the year

(357,813)

 

(78,805)

 

(8,292)

 

(23,090)

 

(7,241)

 

(475,241)

Present value of actuarial obligations at December 31, 2016

4,524,008

 

1,202,596

 

108,486

 

352,879

 

480,081

 

6,668,050

 

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

RGE Sul

 

Total

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)

Business combination

-

 

-

 

-

 

-

 

(415,621)

 

(415,621)

Expected return during the year

(404,183)

 

(115,607)

 

(9,582)

 

(35,632)

 

(7,470)

 

(572,474)

Participants' contributions transferred during the year

(59)

 

(2,020)

 

-

 

(319)

 

(165)

 

(2,563)

Sponsors' contributions

(48,263)

 

(13,405)

 

(843)

 

(9,441)

 

(1,437)

 

(73,389)

Actuarial loss (gain)

(273,282)

 

(59,390)

 

(7,068)

 

(38,403)

 

12,201

 

(365,942)

Benefits paid during the year

357,813

 

78,805

 

8,292

 

23,090

 

7,241

 

475,241

Fair value of actuarial assets at December 31, 2016

(3,723,563)

 

(1,062,638)

 

(89,533)

 

(347,906)

 

(405,251)

 

(5,628,892)

 

19.3Movements in recognized assets and liabilities recognized

The movements in net liability are as follows:

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

RGE Sul

 

Total

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 demographic assumptions

(226)

 

(614)

 

(12)

 

(6)

 

-

 

(858)

Actuarial loss (gain): effect of changes in financial 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

 

78

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

RGE Sul

 

Total

Net actuarial liability at December 31, 2015

437,670

 

10,308

 

10,277

 

-

     

458,255

Business combination

               

59,089

 

59,089

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

64,514

 

8,791

 

1,677

 

158

 

1,364

 

76,505

Sponsors' contributions transferred during the year

(48,263)

 

(13,405)

 

(843)

 

(9,442)

 

(1,436)

 

(73,388)

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

-

 

-

 

-

 

3,602

 

-

 

3,602

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

346,523

 

134,263

 

7,843

 

19,392

 

15,813

 

523,834

Effect of asset ceiling

-

 

-

 

-

 

(8,738)

 

-

 

(8,738)

Net actuarial liability at December 31, 2016

800,445

 

139,958

 

18,954

 

4,972

 

74,830

 

1,039,158

Other contributions

12,914

 

133

 

8

 

228

 

-

 

13,284

Total liability

813,359

 

140,091

 

18,962

 

5,200

 

74,830

 

1,052,442

                       

Current

 

 

 

 

 

 

 

 

 

 

33,209

Noncurrent

 

 

 

 

 

 

 

 

 

 

1,019,233

 

19.4Expected contributions and benefits

The expected contributions to the plans for 2017 are shown below:

 

2017

CPFL Paulista

75,920

CPFL Piratininga

21,375

CPFL Geração

1,606

RGE

9,914

RGE Sul

9,053

Total

117,868

 

The subsidiaries CPFL Paulista, CPFL Piratininga and CPFL Geração 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 Fundação CESP in the next 10 years are shown below:

 

2017

2018

2019

2020

2021 to 2026

Total

CPFL Paulista

374,441

390,441

407,979

424,542

2,869,228

4,466,631

CPFL Piratininga

83,797

88,712

94,257

99,111

713,424

1,079,301

CPFL Geração

8,941

9,408

9,745

10,173

68,181

106,448

RGE

25,229

27,041

28,632

30,051

212,032

322,985

RGE Sul

33,377

35,368

37,554

39,607

285,256

431,162

Total

525,785

550,970

578,167

603,484

4,148,121

6,406,527

 

At December 31, 2016, the average duration of the defined benefit obligation was 9.1 years for CPFL Paulista, 10.7 years for CPFL Piratininga, 9.3 years for CPFL Geração, 10.2 years for RGE and 10.6 years for RGE Sul.

 

19.5Recognition of private pension plan income and expense

The actuary’s estimate of the expenses and/or income to be recognized in 2017 and the income/expense recognized in 2016 and 2015 are as follows:

79

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

2017 Estimated

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

RGE Sul

 

Total

Service cost

707

 

3,153

 

73

 

270

 

2,153

 

6,356

Interest on actuarial obligations

476,613

 

127,561

 

11,431

 

37,395

 

50,927

 

703,927

Expected return on plan assets

(392,819)

 

(113,470)

 

(9,437)

 

(37,412)

 

(43,258)

 

(596,396)

Total expense (income)

84,501

 

17,244

 

2,067

 

253

 

9,822

 

113,887

 

 

2016 Actual

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

RGE Sul*

 

Total

Service cost

828

 

3,242

 

76

 

59

 

365

 

4,570

Interest on actuarial obligations

467,872

 

121,158

 

11,184

 

35,211

 

8,469

 

643,894

Expected return on plan assets

(404,184)

 

(115,608)

 

(9,582)

 

(35,632)

 

(7,470)

 

(572,476)

Effect of asset ceiling

-

 

-

 

-

 

520

 

-

 

520

Total expense (income)

64,514

 

8,791

 

1,677

 

158

 

1,364

 

76,505

 

(*) The expenses and income presented for RGE Sul are related to November and December 2016.

 

2015 Actual

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

RGE Sul

 

Total

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:

 

   

CPFL Paulista, CPFL Geração and CPFL Piratininga

 

RGE

 

RGE Sul

   

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

                     

Nominal discount rate for actuarial liabilities:

 

10.99% p.a.

 

12.67% p.a.

 

10.99% p.a.

 

12.67% p.a.

 

10.99% p.a.

Nominal Return Rate on Assets:

 

10.99% p.a.

 

12.67% p.a.

 

10.99% p.a.

 

12.67% p.a.

 

10.99% p.a.

Estimated Rate of nominal salary increase:

 

7.00% p.a.

 

6.79% p.a.

 

8.15% p.a.

 

6.79% p.a.

 

7.29% p.a.

Estimated Rate of nominal benefits increase:

 

5.00% a .a.

 

5.00% a .a.

 

5.00% a .a.

 

5.00% a .a.

 

5.00% a .a.

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

 

5.00% p.a.

 

5.00% p.a.

 

5.00% p.a.

 

5.00% p.a.

 

5.00% p.a.

General biometric mortality table:

 

AT-2000 (-10)

 

AT-2000 (-10)

 

BR-EMS sb v.2015

 

AT-2000 (-10)

 

AT-2000

Biometric table for the onset of disability:

 

Low Light

 

Low Light

 

Medium Light

 

Low Light

 

Medium Light

Expected turnover rate:

 

ExpR_2012*

 

ExpR_2012*

 

Null

 

ExpR_2012*

 

Null

Likelihood of reaching retirement age:

 

100% when a beneficiary of the plan first becomes eligible

 

100% when a beneficiary of the plan first becomes eligible

 

100% one year after when a beneficiary of the plan first becomes eligible

 

100% when a beneficiary of the plan first becomes eligible

 

100% one year after when a beneficiary of the plan first becomes eligible

 

(*) FUNCESP experience, with aggravation of 40%

 

19.6Plan assets

The following tables show the allocation (by asset segment) of the assets of the CPFL Energia pension plans, at December 31, 2016 and 2015 managed by Fundação CESP and Fundação CEEE. The tables also show the distribution of the guarantee resources established as target for 2017, obtained in light of the macroeconomic scenario in December 2016.

Assets managed by the plans are as follows:

80

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

   

Assets managed by Fundação CESP

 

Assets managed by Fundação CEEE

   

CPFL Paulista and CPFL Geração

 

CPFL Piratininga

 

RGE

 

RGE Sul

   

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

2016

Fixed rate

 

79%

 

80%

 

83%

 

84%

 

76%

 

73%

 

74%

Federal governament bonds

 

60%

 

57%

 

56%

 

54%

 

61%

 

56%

 

60%

Corporate bonds (financial institutions)

 

6%

 

5%

 

10%

 

10%

 

8%

 

4%

 

8%

Corporate bonds (non financial institutions)

 

1%

 

1%

 

1%

 

1%

 

4%

 

5%

 

4%

Multimarket funds

 

1%

 

16%

 

1%

 

19%

 

3%

 

8%

 

3%

Other fixed income investments

 

12%

 

1%

 

15%

 

-

 

-

 

-

 

-

Variable income

 

14%

 

13%

 

12%

 

12%

 

15%

 

14%

 

16%

CPFL Energia's shares

 

8%

 

5%

 

6%

 

4%

 

-

 

-

 

-

Investiment funds - shares

 

6%

 

8%

 

7%

 

8%

 

15%

 

14%

 

16%

Structured investments

 

1%

 

-

 

1%

 

-

 

8%

 

11%

 

8%

Equity funds

 

-

 

-

 

-

 

-

 

7%

 

10%

 

7%

Real estate funds

 

-

 

-

 

-

 

-

 

1%

 

1%

 

1%

Multimarket fund

 

1%

 

-

 

1%

 

-

 

-

 

-

 

-

Total quoted in an active market

 

94%

 

93%

 

97%

 

96%

 

99%

 

98%

 

98%

                             

Real estate

 

3%

 

4%

 

2%

 

2%

 

1%

 

1%

 

1%

Transactions with participants

 

1%

 

2%

 

2%

 

2%

 

1%

 

1%

 

2%

Other investments

 

1%

 

1%

 

-

 

-

 

-

 

-

 

-

Escrow deposits and othes

 

1%

 

1%

 

-

 

-

 

-

 

-

 

-

Total not quoted in an active market

 

6%

 

7%

 

3%

 

4%

 

1%

 

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$ 417,058 at December 31, 2016 (R$ 245,380 at December 31, 2015).

 

Target for 2017

 

Fundação CESP

 

Fundação CEEE

 

CPFL Paulista and CPFL Geração

 

CPFL Piratininga

 

RGE

 

RGE Sul

Fixed income investments

77.1%

 

80.4%

 

80.0%

 

78.0%

Variable income investments

14.4%

 

12.2%

 

15.0%

 

16.0%

Real estate

3.4%

 

1.6%

 

1.0%

 

1.0%

Transactions with participants

1.5%

 

1.8%

 

1.0%

 

2.0%

Structured investments

2.3%

 

2.3%

 

3.0%

 

3.0%

Investments abroad

1.3%

 

1.7%

 

0.0%

 

0.0%

 

100.0%

 

100.0%

 

100.0%

 

100.0%

               

 

The allocation target for 2017 was based on the recommendations for allocation of assets made at the end of 2016 by Fundação CESP and Fundação CEEE, in their Investment Policy. This target may change at any time during 2017, 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. Fundação CESP and Fundação CEEE conduct studies of Asset Liability Management at least once a year, for a horizon longer than ten years. The ALM study also represents an important tool for the liquidity risk management of the pension plans since it considers the payment flow of benefits versus the assets considered liquid.

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.

 

19.7Sensitivity 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.

81

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

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 lower (higher) and if general biometric mortality table were to be softened (aggravated) in one year:

   

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

RGE Sul

 

Total

                         

Defined benefit plan obligation

 

4,524,008

 

1,202,596

 

108,486

 

352,879

 

480,081

 

6,668,050

 

   

Increase / Decrease

 

CPFL Paulista

 

CPFL Piratininga

 

CPFL Geração

 

RGE

 

RGE Sul

 

Increase (decrease) in total defined benefit plan obligation

                             

Nominal discount (p.a.)*

 

-0,25 p.p.

 

104,645

 

32,642

 

2,565

 

9,082

 

12,933

 

161,867

   

+0,25 p.p.

 

(100,503)

 

(31,174)

 

(2,460)

 

(8,694)

 

(12,346)

 

(155,177)

                             

General biometric mortality table**

 

+1 year

 

(92,886)

 

(19,346)

 

(2,132)

 

(5,666)

 

(8,549)

 

(128,578)

   

-1 year

 

90,954

 

18,750

 

2,091

 

5,484

 

8,299

 

125,577

                             

* The assumption considered in the actuarial report for the nominal discount rate was 10.99% p.a. for all companies. The projected rates are increased or decreased

by 0.25 p.p. to 10.74% p.a. and 11.24% p.a..

** The assumption considered in the actuarial report for the mortality table was AT-2000 (-10) for CPFL Paulista, CPFL Piratininga and CPFL Geração; BREMS sb v.2015

for RGE and AT-2000 for RGE Sul. The projections were performed with 1 year of aggravation or softening on the respective mortality tables.

 

19.8Investment 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 CEEE 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 CEEE’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

   

Dec. 31, 2016

 

Dec. 31, 2015

Fee for the use of water resources

 

1,385

 

2,482

Global reversal reserve - RGR

 

17,469

 

17,446

ANEEL inspection fee - TFSEE

 

2,044

 

1,764

Energy development account - CDE

 

309,117

 

526,196

Tariff flags and others

 

36,064

 

304,129

Total

 

366,078

 

852,017

 

82

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Energy development account – CDE: refer to the (i) annual CDE quota for the year 2016 in the amount of R$ 164,681 (R$ 401,347 as at December 31, 2015); (ii) quota intended for the reimbursement of the CDE injection for the period from January 2013 to January 2014 in the amount of R$ 44,622 (R$ 45,618 in December 31, 2015); and (iii) quota intended for the reimbursement of the injection into the Regulated Contracting Environment (ACR) account for the period from February to December 2014, in the amount of R$ 99,814 (R$ 79,231 in December 31, 2015). The subsidiaries conducted matching of accounts between the amount of CDE payable and the Accounts Receivable – Eletrobras (note 12) in 2016, in the amount of R$ 869,717.

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

 

( 21 )      TAXES, FEES AND CONTRIBUTIONS

  

 

Consolidated

 

Dec. 31, 2016

 

Dec. 31, 2015

Current

     

ICMS (State VAT)

416,096

 

384,151

PIS (tax on revenue)

28,759

 

33,199

COFINS (tax on revenue)

126,939

 

159,317

IRPJ (corporate income tax)

42,793

 

30,751

CSLL (social contribution on net income)

14,434

 

12,498

Others

52,522

 

33,427

Total

681,544

 

653,342

       

Noncurrent

     

PIS/COFINS (tax on revenue) - installment

26,814

 

-

 

 

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

   

 

Consolidated

 

December 31, 2016

 

December 31, 2015

 

Provision for tax, civil and labor risks

 

Escrow Deposits

 

Provision for tax, civil and labor risks

 

Escrow Deposits

               

Labor

222,001

 

110,147

 

171,989

 

78,345

               

Civil

236,915

 

114,214

 

194,530

 

112,909

               

Tax

             

FINSOCIAL

32,372

 

90,951

 

29,917

 

84,092

Income Tax

142,790

 

150,439

 

138,524

 

886,271

Others

113,227

 

84,091

 

15,920

 

63,600

 

288,389

 

325,481

 

184,362

 

1,033,964

               

Others

85,971

 

229

 

18,654

 

2,310

               

Total

833,276

 

550,072

 

569,534

 

1,227,527

 

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

 

83

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

   

Consolidated

   

December 31, 2015

 

Additions

 

Reversals

 

Payments

 

Monetary Restatements

 

Business combination

 

December 31, 2016

Labor

 

171,989

 

114,403

 

(56,710)

 

(104,254)

 

20,416

 

76,156

 

222,001

Civil

 

194,530

 

105,424

 

(51,246)

 

(105,870)

 

30,080

 

63,998

 

236,915

Tax

 

184,362

 

81,776

 

(13,006)

 

(1,122)

 

20,457

 

15,922

 

288,389

Others

 

18,654

 

12,362

 

(8,880)

 

(5,757)

 

2,286

 

67,307

 

85,971

Total

 

569,534

 

313,965

 

(129,843)

 

(217,003)

 

73,239

 

223,383

 

833,276

 

The additions in provisions for tax risks, made in 2016, refer basically to discussions by certain subsidiaries about the levy of PIS and COFINS on finance income.

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 Company's 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$ 139,957 (R$ 129,907 at December 31, 2015) 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.

The line item of “others” refers mainly to lawsuits involving regulatory matters.

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, 2016 and 2015, were as follows:

 

 

Consolidated

                 
 

Dec. 31, 2016

 

Dec. 31, 2015

 

Main reasons for claims

Labor

668,005

 

659,636

 

Work accidents, risk premium for dangerousness at workplace and overtime

Civil

1,004,279

 

697,242

 

Personal injury, environmental impacts and overfed tariffs

Tax

4,611,077

 

3,600,368

 

ICMS, FINSOCIAL, PIS and COFINS, and Income tax

Regulatory

93,827

 

71,514

 

Technical, commercial and economic-financial supervisions

Total

6,377,188

 

5,028,760

                 

 

Tax – there is a discussion relating to the deductibility for income tax expense recognized in 1997 relating to the commitment assumed in regard to the pension plan of employees of subsidiary CPFL Paulista with Fundação CESP in the estimated amount of R$ 1,130,820, since it was subject to renegotiation and novation of debt in  that year. The subsidiary, based on an inquiry to the Brazilian Federal Revenue Service (RFB), obtained a favorable response included in Note MF/SRF/COSIT/GAB No. 157 of April 9, 1998 and took the tax deductibility of the expense, consequently generating tax loss in that year. Despite the favorable response of the RFB, the subsidiary received tax infringement notices from the tax authorities and, in two tax lawsuits arising from these infringements, made escrow deposits. In January 2016, the Company obtained court decisions that authorized the replacement of the escrow deposits (R$ 745,903 as at December 31, 2015) with 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 awaits judgment by the Federal Regional Court. Based on the updated position of the lawsuits that conduct this case, Management’s opinion is that the risk of loss is possible.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Additionally, in August 2016, the subsidiary CPFL Renováveis received a tax infringement notice in the amount of R$ 285,537 relating to the collection of Withholding Income Tax - IRRF on remuneration of capital gain incurred by parties resident and/or domiciled abroad, arising from the transaction of sale of Jantus SL, in December 2011, which the Company’s management, supported by the opinion of its outside legal counselors, classified the likelihood of a favorable outcome as possible.

The subsidiary CPFL Geração, in December 2016, received two (2) tax infringement notices that, summed up, total R$ 316,372 relating to the collection of Corporate Income Tax - IRPJ and Social Contribution on Profit – CSLL relating to calendar year 2011, calculated on the alleged capital gain identified on the acquisition of ERSA Energias Renováveis S.A. and recording of differences from the fair value remeasurement of SMITA Empreendimentos e Participações S.A., company acquired in a downstream merger, which the Company’s management, supported by its outside legal counselors, classified the likelihood of a favorable outcome as possible.

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, which has been acknowledged by the TST (Superior Labor Court) in recent decisions. 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.

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

Company

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Number of remaining installments

 

Interest rates

CERAN

 

97,481

 

92,581

 

231

 

IGP-M + 9,6% p.a.

                 

Current

 

10,857

 

9,457

       

Noncurrent

 

86,624

 

83,124

       

 

85

 


 
 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

( 24 )      OTHER PAYABLES

 

 

Consolidated

 

Current

 

Noncurrent

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

 

Dec. 31, 2015

Consumers and concessionaires

73,864

 

53,959

 

44,711

 

-

Energy efficiency program - PEE

257,622

 

295,745

 

58,798

 

35,597

Research & Development - P&D

75,655

 

84,943

 

55,272

 

36,426

EPE/FNDCT/PROCEL (*)

12,928

 

6,181

 

-

 

-

Reversion fund

-

 

-

 

17,750

 

17,750

Advances

163,054

 

141,228

 

8,029

 

10,041

Tariff discounts - CDE

8,891

 

54,749

 

-

 

-

Provision for socio environmental costs and asset retirement

13,703

 

-

 

61,828

 

53,378

Payroll

16,951

 

13,136

 

-

 

-

Profit sharing

56,215

 

49,227

 

11,400

 

5,099

Collection agreements

69,793

 

130,282

 

-

 

-

Guarantees

-

 

-

 

44,140

 

28,531

Business combination

9,492

 

29,935

 

-

 

-

Others

49,454

 

45,587

 

7,364

 

4,326

Total

807,623

 

904,971

 

309,292

 

191,148

 

(*) EPE - Energy research company; FNDCT - National scientific and technological development fund; and PROCEL - National Program for Electric Energy Savings

 

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. The noncurrent asset refers to the sale made by the indirect subsidiary RGE Sul in the period from September 1, 2000 to December 31, 2002 (note 16).

Research & 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 & development and energy efficiency programs. These amounts are subject to adjustment for inflation at the SELIC rate, through the date of their realization.

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.

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

 

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.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

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%.

 

 

( 25 )      EQUITY

The shareholders’ interest in the Company’s equity at December 31, 2016 and 2015 is shown below (see note 38.1 – Acquisition of ownership interest in the Company by State Grid International Development Limited):

 

   

Number of shares

   

December 31, 2016

 

December 31, 2015

Shareholders

 

Common shares

 

Interest %

 

Common shares

 

Interest %

BB Carteira Livre I FIA

 

-

 

-

 

262,698,037

 

26.45%

Caixa de Previdência dos Funcionários do Banco do Brasil - Previ

 

299,787,559

 

29.45%

 

29,756,032

 

3.00%

Camargo Correa S.A.

 

5,897,311

 

0.58%

 

26,764

 

0.00%

ESC Energia S.A.

 

234,086,204

 

23.00%

 

234,086,204

 

23.57%

Bonaire Participações S.A.

 

1,249,386

 

0.12%

 

1,238,334

 

0.12%

Energia São Paulo FIA

 

35,145,643

 

3.45%

 

146,463,379

 

14.75%

Fundação Petrobras de Seguridade Social - Petros

 

28,056,260

 

2.76%

 

1,816,119

 

0.18%

Fundação Sistel de Seguridade Social

 

37,070,292

 

3.64%

 

-

 

-

Fundação Sabesp de Seguridade Social - SABESPREV

 

696,561

 

0.07%

 

-

 

-

Fundação CESP

 

51,048,952

 

5.02%

 

-

 

-

BNDES Participações S.A.

 

68,592,097

 

6.74%

 

66,914,177

 

6.74%

Antares Holdings Ltda.

 

16,967,165

 

1.67%

 

16,552,110

 

1.67%

Brumado Holdings Ltda.

 

36,497,075

 

3.59%

 

35,604,273

 

3.59%

Members of the Executive Board

 

34,250

 

0.00%

 

105,672

 

0.01%

Other shareholders

 

202,785,991

 

19.92%

 

197,753,114

 

19.91%

Total

 

1,017,914,746

 

100.00%

 

993,014,215

 

100.00%

 

The Company’s capital is R$ 5,741,284, comprising 1,017,914,746 common shares, fully subscribed and paid in. The shares do not have nominal value and there are no treasury shares. Capital can be increased by issuing up to 500,000,000 new common shares.

 

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

On April 8, 2016, the Company disclosed to its shareholders and the market in general, through a Significant Event Notice, that its controlling shareholders had signed a term separating the shareholders agreement relating to the shares that would be delivered to them due to the share bonus process.

At the Extraordinary General Meeting of April 29, 2016, a capital increase at CPFL Energia was approved, in order to strengthen the Company’s capital structure, through the integralization of the Statutory Reserve for Working Capital Improvement in the amount of R$ 392,972, through the issuance of 24,900,531 common shares, which issuance were costless distributed to shareholders as bonus, pursuant to Article 169 of Law 6404/76.

 

25.2Capital 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 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, amounting to R$ 180,297 in 2014, and (iv) other movements with no change of control amounting to R$87. In accordance with ICPC 09 (R2) and IFRS 10 / CPC 36, these effects were recognized as transactions between shareholders, directly in Equity.

87

 


 
 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

 

25.3Earnings reserves

Comprised of:

i.      Legal reserve, amounting to R$ 739,102;

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 write-off of the concession financial asset arising from disposal or corporate restructuring 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$ 702,928 at December 31, 2016 (R$ 585,450 at December 31, 2015).

 

25.4Accumulated 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$ 431,713;

 

(ii)    Private pension plan: The debt balance of R$ 666,346 refers to the effects recognized directly in comprehensive income, in accordance with IAS 19 / CPC 33 (R2).

 

25.5Dividend

The Annual and Extraordinary General Meeting held on April 29, 2015 approved the allocation of  the profit for 2015, with the proposal of a minimum mandatory dividend of R$ 205,423.

Furthermore, in 2016 the Company proposed R$ 213,960 of minimum mandatory dividend, as set forth by Law 6,404/76, and R$ 7,820 of additional dividend, and for each share the amount of R$ 0.217876793 was attributed.

In 2016, the Company paid R$ 204,717 relating basically to the minimum mandatory dividend for 2015.

 

25.6Allocation 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:

 

 

2016

Profit for the year - individual

900,885

Realization of comprehensive income

25,778

Prescribed dividends

3,144

Profit base for allocation

929,807

Legal reserve

(45,044)

Statutory reserve - concession financial asset

(117,478)

Statutory reserve - working capital improvement

(545,505)

Additional dividend proposed

(7,820)

Mandatory dividend

(213,960)

 

 

88

 


 
 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

For this year, considering the current adverse economic scenario and the uncertainties regarding market projections for distribution companies, Company Management is proposing allocating R$ 545,505 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, 2016 and 2015 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:

  

   

2016

 

2015

 

Numerator

         

Profit attributable to controlling shareholders

 

900,885

 

864,940

 

Denominator

         

Weighted average number of shares held by shareholders

 

1,017,914,746

(**)

1,017,914,746

(**)

           

Earnings per share - basic

 

0.89

 

0.85

 
           

Numerator

         

Profit attributable to controlling shareholders

 

900,885

 

864,940

 

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

 

(16,153)

 

(19,811)

 

Profit attributable to controlling shareholders

 

884,731

 

845,129

 
           

Denominator

         

Weighted average number of shares held by shareholders

 

1,017,914,746

(**)

1,017,914,746

(**)

           

Earnings per share - diluted

 

0.87

 

0.83

 

 

 (*) 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, 2016, related to the capital increase through issue of 24,900,531 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

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 2016 and 2015. For this reason, these effects were not included in the calculation for each of these two years.

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

( 27 )      NET OPERATING REVENUE

 

   

Consolidated

   

Number of Consumers (*)

 

In GWh (*)

 

R$ thousand

Revenue from Eletric Energy Operations

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015
Restated (**)

Consumer class

                       

Residential

 

8,174,700

 

6,906,580

 

16,473

 

16,164

 

10,367,415

 

9,833,419

Industrial

 

61,112

 

55,586

 

13,022

 

12,748

 

5,281,978

 

5,526,967

Commercial

 

551,171

 

473,333

 

9,720

 

9,259

 

5,431,926

 

5,266,432

Rural

 

355,586

 

245,238

 

2,474

 

2,152

 

816,684

 

750,209

Public administration

 

61,208

 

51,359

 

1,271

 

1,278

 

690,389

 

674,530

Public lighting

 

11,073

 

10,362

 

1,746

 

1,649

 

580,229

 

573,219

Public services

 

9,649

 

8,402

 

1,840

 

1,797

 

901,662

 

879,288

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

 

-

 

-

 

-

 

-

 

(72,129)

 

(79,362)

Billed

 

9,224,499

 

7,750,860

 

46,546

 

45,049

 

23,998,155

 

23,424,701

Own comsuption

 

-

 

-

 

32

 

33

 

-

 

-

Unbilled (net)

 

-

 

-

 

-

 

-

 

50,444

 

202,726

Other consumer charges / Emergency charges (ECE/EAEE)

 

-

 

-

 

-

 

-

 

(3)

 

3

(-) Reclassification to Network Usage Charge - TUSD - Captive Consumers

 

-

 

-

 

-

 

-

 

(9,055,188)

 

(8,118,085)

Electricity sales to final consumers

 

9,224,499

 

7,750,860

 

46,578

 

45,082

 

14,993,408

 

15,509,345

                         

Furnas Centrais Elétricas S.A.

         

3,034

 

3,026

 

533,855

 

485,846

Other concessionaires and licensees

         

12,252

 

10,656

 

2,371,091

 

2,223,339

(-) Reclassification to Network Usage Charge - TUSD - Captive Consumers

         

-

 

-

 

(50,598)

 

(46,982)

Spot market energy

         

6,173

 

4,289

 

641,744

 

875,002

Electricity sales to wholesalers

         

21,459

 

17,971

 

3,496,092

 

3,537,205

                         

Revenue due to Network Usage Charge - TUSD - Captive Consumers

                 

9,105,786

 

8,165,066

Revenue due to Network Usage Charge - TUSD - Free Consumers

                 

2,057,327

 

1,898,138

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

                 

(17,908)

 

(16,884)

Revenue from construction of concession infrastructure

                 

1,354,023

 

1,046,669

Sector financial asset and liability (Note 8)

                 

(2,094,695)

 

2,506,524

Concession financial asset - Adjustment of expected cash flow (note 11)

                 

186,148

 

393,343

Energy Development Account (CDE) – Low income, tariff discounts - judicial injunctions, and other tariff discounts

 

1,266,027

   895,538

Other revenues and income

                 

438,377

 

367,356

Other operating revenues

                 

12,295,084

 

15,255,750

Total gross operating revenue

                 

30,784,584

 

34,302,301

Deductions from operating revenue

                       

ICMS

                 

(4,935,068)

 

(4,686,039)

PIS

                 

(471,836)

 

(529,322)

COFINS

                 

(2,172,777)

 

(2,438,208)

ISS

                 

(10,568)

 

(8,204)

Global reversal reserve - RGR

                 

(4,230)

 

(2,529)

Energy development account - CDE

                 

(3,360,613)

 

(3,970,013)

Research and development and energy efficiency
programs

                 

(138,583)

 

(158,516)

PROINFA

                 

(121,800)

 

(90,910)

Tariff flags and others

                 

(430,077)

 

(1,796,226)

IPI

                 

(195)

 

(100)

FUST and FUNTEL

                 

(38)

 

(24)

Others

                 

(26,709)

 

(22,997)

 

                 

(11,672,495)

 

(13,703,089)

 

                       

Net operating revenue

                 

19,112,089

 

20,599,212

(*) Information not audited by the independent auditors

                       

(**) Includes the effects of note 2.8

                       

 

27.1Adjustment of revenues from excess demand and excess reactive power

The tariff regulation procedure (Proret), subitem 2.7 Other revenues, approved by ANEEL Normative Resolution No. 463 of November 22, 2011, determined that revenues of the distribution subsidiaries 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, in specific sub-accounts, and would be amortized from the next tariff review. Beginining May 2015 for subsidiary CPFL Piratininga and September 2015 for subsidiaries CPFL Santa Cruz, CPFL Jaguari, CPFL Mococa, CPFL Leste Paulista and CPFL Sul Paulista due to the 4th cycle of periodic tariff review, this special obligation started being amortized and the new values from the excess demand and excess reagents started being recognized in sector financial assets and liabilities and will only be amortized when the 5th cycle of periodic tariff review is approved.

 

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 No. 463, whereby the request for preliminary judicial 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 judicial injunction relief originally granted in favor of ABRADEE was suspended. The distribution subsidiaries are awaiting the court’s decision on the final treatment of these revenues. At December 31, 2016, these amounts are accrued under Special Obligations, in compliance with CPC 25, presented net in concession intangible asset.

 

90

 


 
 

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Standard Financial Statements - DFP - Date: December 31, 2016 - CPFL Energia S. A

 

27.2Extraordinary Tariff Review ("RTE") - 2015

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, 2015, 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 were in effect as from April 8, 2015 up to the date of the following 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%

 

43.36%

 

33.04%

RGE Sul

 

39.45%

 

43.76%

 

36.23%

CPFL Santa Cruz

 

10.04%

 

10.53%

 

9.78%

CPFL Leste Paulista

 

19.54%

 

24.74%

 

17.55%

CPFL Jaguari

 

23.01%

 

25.01%

 

18.79%

CPFL Sul Paulista

 

21.95%

 

37.67%

 

13.86%

CPFL Mococa

 

16.59%

 

23.84%

 

13.97%

(*) Information not audited by the independent auditors

   

 

 

27.3Periodic tariff review ("RTP") and Annual tariff adjustment ("RTA")

       

2016

 

2015

Subsidiary

 

Month

 

RTA / RTP

 

Effect perceived by consumers (a)

 

RTA / RTP

 

Effect perceived by consumers (a)

CPFL Paulista

 

April

 

9.89%

 

7.55%

 

41.45%

 

4.67% (b)

CPFL Piratininga

 

October

 

-12.54%

 

-24.21%

 

56.29%

 

21.11% (b)

RGE

 

June

 

-1.48%

 

-7.51%

 

33.48%

 

-3.76% (b)

RGE Sul

 

April

 

3.94%

 

-0.34%

 

52.45%

 

5.46% (b)

CPFL Santa Cruz

 

March (c)

 

22.51%

 

7.15%

 

34.68%

 

27.96%

CPFL Leste Paulista

 

March (c)

 

21.04%

 

13.32%

 

20.80%

 

24.89%

CPFL Jaguari

 

March (c)

 

29.46%

 

13.25%

 

38.46%

 

45.70%

CPFL Sul Paulista

 

March (c)

 

24.35%

 

12.82%

 

24.88%

 

28.38%

CPFL Mococa

 

March (c)

 

16.57%

 

9.02%

 

23.34%

 

29.28%

 

(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 27.2.

(c)  On February 2016, ANEEL changed the RTA date of the subsidiaries CPFL Santa Cruz, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Mococa and CPFL Jaguari from February to March

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

27.4Energy Development Account (CDE) – Low income, tariff discounts - judicial injunctions, and other tariff discounts

27.4.1    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$ 1,038,621 was recognized in 2016 (R$ 895,538 in 2015), of which R$ 93,879 for the low-income subsidy (R$ 66,313 in 2015) and R$ 944,742 for other tariff discounts (R$ 829,225 in 2015), against other receivables in line item “Account Receivable –Eletrobras” (note 12) and other payables in line item “Tariff discounts – CDE” (note 24).

27.4.2    Tariff discounts – judicial injunctions

The Brazilian Association of Large Industrial Consumers of Electricity (“ABRACE”) obtained an judicial injunction in July 2015, which exempted its associates from paying specific items of the CDE (Energy Development Account) charge. The obligation of paying the CDE quota was not changed and the distributors borne this revenue deficit. In the tariff process subsequent to the decision on the judicial injunction, ANEEL granted a financial component in the tariff for recovery of this revenue.

However, the decision of the ANEEL board was superseded by Order No. 1.576/2016, which revoked Decree No. 2.792/2015, and distributors were required to deduct the total effects of the judicial injunctions from the payment of the monthly CDE quotas. Thus, it was established that this revenue deficit will be the liability of Eletrobrás.

In view of the new procedure defined in Order No. 1.576/2016 it was necessary:

(i)    to record a revenue in line item CDE – low income subsidy and other tariff discounts – judicial injunctions against the line item Receivables -  Eletrobrás (note 12) in the amount of R$ 227,406

(ii)   to record sector financial liability (note 8) against revenue from sector financial asset and liability in the amount of R$ 209,250, which will be refunded to consumers in the next tariff process.

27.5Tariff 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, segregated at two levels, is set off in costlier conditions. In the latter cases, the tariff increases R$ 1.50, R$ 3.00 and R$ 4.50 (before tax effects), respectively, for each 100 KWh consumed, readjusted by means of Ratification Resolution No. REH 2.016/2016 as from February 1, 2016, until January 31, 2017.

In 2016, the distribution subsidiaries billed their consumers the amount of R$ 430,065 in terms of Tariff Flags (R$ 1,796,226 in 2015), recorded in line item "Tariff flags and others”.

In 2016, ANEEL approved the Tariff Flags billed from November 2015 to November 2016. The amount billed in this period was R$ 706,178, of this amount R$ 687,673 were used to offset part of the sector financial asset and liability (note 8) and R$ 18,911 were passed on to the Centralizing Account for Tariff Flag Resources.

27.6Energy development account (“CDE”)

By means of Ratification Resolutions No. 2.018 of February 2, 2016, revoked by No. 2.077 of June 7, 2016, and No. 1.857 of February 27, 2015, the ANEEL established the definitive annual quotas of the CDE. Those quotas comprise: (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, 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. 2.004 of December 15, 2015, the ANEEL established another quota intended for amortization of the ACR account, with payment and transfer to the CDE for the tariff period of each distribution company.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

 

( 28 )      COST OF ELECTRIC ENERGY

 

   

Consolidated

   

GWh (*)

 

R$ thousand

Electricity Purchased for Resale

 

2016

 

2015

 

2016

 

2015

Itaipu Binacional

 

10,497

 

10,261

 

2,025,780

 

2,869,481

Spot market / PROINFA

 

2,253

 

4,004

 

269,792

 

981,009

Energy purchased through auction in the regulated market and bilateral contracts

 

51,225

 

44,342

 

8,541,677

 

9,192,868

PIS and COFINS credit

 

-

 

-

 

(987,997)

 

(1,196,579)

Subtotal

 

63,975

 

58,607

 

9,849,252

 

11,846,779

                 

Electricity network usage charge

               

Basic network charges

         

834,341

 

847,342

Transmission from Itaipu

         

53,248

 

51,236

Connection charges

         

84,927

 

56,312

Charges for use of the distribution system

         

38,699

 

40,332

System service charges - ESS

         

362,735

 

555,851

Reserve energy charges - EER

         

106,925

 

54,762

PIS and COFINS credit

         

(129,883)

 

(140,868)

Subtotal

         

1,350,990

 

1,464,967

                 

Total

         

11,200,242

 

13,311,747

(*) Information not audited by the independent auditors

               

 

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

( 29 )      OPERATING COSTS AND EXPENSES

 

Parent company

 

General and administrative

 

2016

 

2015

Personnel

37,845

 

19,816

Materials

79

 

74

Third party services

10,404

 

7,209

Depreciation and amortization

193

 

170

Others

2,340

 

2,642

Leases and rentals

50

 

121

Publicity and advertising

520

 

142

Legal, judicial and indemnities

626

 

1,686

Donations, contributions and subsidies

-

 

105

Others

1,144

 

589

Total

50,860

 

29,911

 

 

 

 

Consolidated

 

 

 

 

 

Cost of services rendered to third parties

 

Operating Expenses

   

 

 

 

Cost of operation

   

Selling

 

General and administrative

 

Others

 

Total

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

Personnel

686,434

 

596,021

 

1

 

28

 

134,864

 

123,812

 

272,618

 

219,348

 

-

 

-

 

1,093,918

 

939,209

Private pension plans

76,505

 

60,184

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

76,505

 

60,184

Materials

164,168

 

123,853

 

1,412

 

1,008

 

8,191

 

5,249

 

16,175

 

9,825

 

-

 

-

 

189,946

 

139,935

Third party services

271,623

 

187,080

 

3,416

 

2,777

 

146,957

 

128,022

 

229,199

 

241,115

 

-

 

-

 

651,195

 

558,994

Depreciation and amortization

937,506

 

870,427

 

-

 

-

 

3,602

 

21,826

 

94,949

 

84,985

 

-

 

-

 

1,036,056

 

977,238

Cost of infrastructure construction

-

 

-

 

1,352,214

 

1,045,301

 

-

 

-

 

-

 

-

 

-

 

-

 

1,352,214

 

1,045,301

Others

112,560

 

69,633

 

(11)

 

(12)

 

253,638

 

185,673

 

236,476

 

308,226

 

386,745

 

357,653

 

989,408

 

921,173

Collection fees

-

 

-

 

-

 

-

 

65,562

 

56,990

 

-

 

-

 

-

 

-

 

65,562

 

56,990

Allowance for doubtful debts

-

 

-

 

-

 

-

 

176,349

 

126,879

 

-

 

-

 

-

 

-

 

176,349

 

126,879

Leases and rentals

42,163

 

31,687

 

-

 

-

 

113

 

(4)

 

17,109

 

16,874

 

-

 

-

 

59,385

 

48,558

Publicity and advertising

150

 

339

 

-

 

-

 

29

 

34

 

11,659

 

9,565

 

-

 

-

 

11,838

 

9,938

Legal, judicial and indemnities

-

 

10

 

-

 

-

 

-

 

-

 

181,888

 

263,453

 

-

 

-

 

181,888

 

263,463

Donations, contributions and subsidies

54

 

-

 

-

 

-

 

9

 

16

 

2,425

 

3,418

 

-

 

-

 

2,488

 

3,434

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

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

83,575

 

16,309

 

83,575

 

16,309

Amortization of concession intangible asset

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

255,110

 

302,665

 

255,110

 

302,665

Amortization of the risk premium paid - GSF

9,594

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

9,594

 

-

Financial compensation for use of water resources

12,233

 

13,768

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

12,233

 

13,768

Impairment

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

48,291

 

38,956

 

48,291

 

38,956

Others

48,367

 

23,829

 

(11)

 

(12)

 

11,575

 

1,759

 

23,395

 

14,916

 

(231)

 

(277)

 

83,095

 

40,214

Total

2,248,795

 

1,907,197

 

1,357,032

 

1,049,101

 

547,251

 

464,583

 

849,416

 

863,499

 

386,746

 

357,653

 

5,389,240

 

4,642,033

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

( 30 )      FINANCE INCOME (COSTS)

 

 

Parent company

 

Consolidated

 

2016

 

2015

 

2016

 

2015
Restated

Financial income

             

Income from financial investments

55,084

 

72,158

 

667,429

 

472,745

Late payment interest and fines

464

 

3

 

246,045

 

215,923

Adjustment for inflation of tax credits

6,698

 

6,413

 

32,371

 

57,580

Adjustment for inflation of escrow deposits

44

 

35

 

35,228

 

84,683

Adjustment for inflation and exchange rate changes

1

 

-

 

147,849

 

121,609

Discount on purchase of ICMS credit

-

 

-

 

16,198

 

13,027

Adjustments to the sector financial asset (note 8)

-

 

-

 

32,747

 

162,786

PIS and COFINS on other finance income

(3,608)

 

(2,496)

 

(63,223)

 

(52,849)

PIS and COFINS on interest on capital

(2,006)

 

(6,711)

 

(2,324)

 

(6,941)

Others

14,200

 

5,451

 

88,182

 

74,685

Total

70,878

 

74,854

 

1,200,503

 

1,143,247

               

Finance costs

             

Interest on debts

(27,217)

 

(61,398)

 

(1,811,263)

 

(1,725,252)

Adjustment for inflation and exchange rate changes

(25,980)

 

(30,332)

 

(703,128)

 

(686,575)

(-) Capitalized interest

-

 

-

 

68,082

 

45,568

Adjustments to the sector financial liability (note 8)

-

 

-

 

(25,079)

 

(1,573)

Use of public asset

-

 

-

 

(14,950)

 

(16,028)

Others

(498)

 

(6,072)

 

(167,638)

 

(167,250)

Total

(53,694)

 

(97,802)

 

(2,653,977)

 

(2,551,110)

               

Finance income (expense), net

17,183

 

(22,948)

 

(1,453,474)

 

(1,407,863)

 

Interests were capitalized at an average rate of 10.9% p.a. in 2016 (10.25% p.a. in 2015) on qualifying assets, in accordance with CPC 20 (R1) and IAS 23.

In line item of adjustment for inflation and exchange rate changes, the expense includes the effects of losses of R$ 1,399,988 in 2016 (gains of R$ 1,514,439 in 2015) on derivative instruments (note 35).

 

( 31 )      INFORMATION BY SEGMENT

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 Executive Officers of the Company:

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

 

Distribution

 

Generation
(conventional source)

 

Generation
(renewable source)

 

Commercialization

 

Services

 

Others (*)

 

Elimination

 

Total

2016

                             

Net operating revenue

15,017,166

 

593,775

 

1,334,571

 

2,024,350

 

81,595

 

60,633

     

19,112,089

(-) Intersegment revenues

22,526

 

409,338

 

338,357

 

62,757

 

318,770

 

8,661

 

(1,160,410)

 

-

Cost of electric energy

(9,382,165)

 

(91,588)

 

(211,777)

 

(1,514,712)

 

-

 

-

     

(11,200,242)

Operating costs and expenses

(3,153,327)

 

(100,606)

 

(374,391)

 

(38,440)

 

(308,232)

 

(123,077)

     

(4,098,073)

(-) Intersegment costs and expenses

(659,308)

 

(12,691)

 

(93,630)

 

(371,347)

 

(13,900)

 

(9,534)

 

1,160,410

 

-

Depreciation and amortization

(591,334)

 

(126,596)

 

(553,169)

 

(3,779)

 

(12,870)

 

(3,417)

     

(1,291,166)

Income from electric energy service

1,253,557

 

671,631

 

439,961

 

158,829

 

65,363

 

(66,734)

     

2,522,608

Equity

-

 

311,414

 

-

 

-

 

-

 

-

     

311,414

Finance income

781,365

 

182,574

 

132,653

 

31,513

 

10,742

 

61,655

     

1,200,503

Finance costs

(1,331,973)

 

(562,196)

 

(667,344)

 

(24,761)

 

(5,272)

 

(62,432)

     

(2,653,978)

Profit (loss) before taxes

702,950

 

603,424

 

(94,730)

 

165,581

 

70,832

 

(67,510)

     

1,380,547

Income tax and social contribution

(295,748)

 

(98,530)

 

(46,311)

 

(53,225)

 

(17,019)

 

9,343

     

(501,490)

Profit (loss) for the year

407,202

 

504,894

 

(141,041)

 

112,357

 

53,813

 

(58,167)

     

879,057

Total assets (**)

22,887,781

 

5,310,924

 

12,459,791

 

466,021

 

345,372

 

701,103

     

42,170,992

Purchases of PP&E and intangible assets

1,200,621

 

7,564

 

978,896

 

3,713

 

42,954

 

4,199

     

2,237,949

 

 

 

Distribution

 

Generation
(conventional source)

 

Generation
(renewable source)

 

Commercialization

 

Services

 

Others (*)

 

Elimination

 

Total

2015 Restated

                             

Net operating revenue

16,945,222

 

572,553

 

1,262,297

 

1,716,348

 

55,547

 

47,246

     

20,599,212

(-) Intersegment revenues

22,318

 

411,038

 

335,979

 

82,544

 

239,088

 

3,136

 

(1,094,101)

 

-

Cost of electric energy

(11,604,347)

 

(147,120)

 

(249,809)

 

(1,310,470)

 

-

 

-

     

(13,311,747)

Operating costs and expenses

(2,668,411)

 

(80,811)

 

(226,522)

 

(34,460)

 

(241,247)

 

(110,674)

     

(3,362,130)

(-) Intersegment costs and expenses

(550,953)

 

(80,954)

 

(120,593)

 

(324,495)

 

(10,137)

 

(6,975)

 

1,094,101

 

-

Depreciation and amortization

(587,059)

 

(131,969)

 

(540,578)

 

(4,534)

 

(12,633)

 

(3,128)

     

(1,279,903)

Income from electric energy service

1,556,770

 

542,738

 

460,772

 

124,933

 

30,617

 

(70,396)

     

2,645,434

Equity

-

 

216,885

 

-

 

-

 

-

 

-

     

216,885

Finance income

740,628

 

110,018

 

131,354

 

42,840

 

44,098

 

74,310

     

1,143,247

Finance costs

(1,256,801)

 

(549,286)

 

(599,303)

 

(38,386)

 

(4,858)

 

(102,477)

     

(2,551,110)

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

625,965

 

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

 

 

(*) 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. 

 

As the Brazilian economic conditions have deteriorated even further during 2016, the following was recorded (i) CPFL Telecom – “segment others” -, a complement of R$ 7,858 and (ii) R$ 40,433 of CPFL Renováveis (segment generation – renewable source) relating to the provision for impairment of cash-generating units (in 2015, R$ 33,119 in subsidiary CPFL Telecom and R$ 5,837 in subsidiary CPFL Total “segment services”). This loss was recognized in the statement of profit or loss in line item “Other operating expenses” (note 29).

The investment balance in joint ventures, accounted for under the equity method and classified in the generation (conventional source) segment, is R$ 1,493,753 (R$ 1,247,631 in 2015)

 

( 32 )      RELATED PARTY TRANSACTIONS

In December 31, 2016, the Company’s controlling shareholders were 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.

·   Caixa de Previdência dos Funcionários do Banco do Brasil - PREVI

Pension entity the participants of which are the employees of Banco do Brasil and employees of the company itself.

·   Fundação CESP

Pension entity that manages pension plans for employees of the electricity sector companies of the State of São Paulo.

·   Fundação SISTEL de Seguridade Social

Pension entity that manages pension plans for employees of the telecommunications sector companies.

·   Fundação Petrobras de Seguridade Social - PETROS

Pension entity that manages pension plans for employees of companies mostly from the oil and chemical industries.

·   Fundação SABESP de Seguridade Social - SABESPREV

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Pension entity that manages pension plans for employees of SABESP.

 

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.

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 and Enercan and the subsidiary Ceran the extension of the original maturities of the energy purchase bills, previously from August to November 2016, to January to July 2017.

The total compensation of key management personnel in 2016, in accordance with CVM Decision 560/2008, was R$ 58,132 (R$ 43,208 in 2015). This amount comprises R$ 49,989 (R$ 44,061 in 2015) in respect of short-term benefits, R$ 1,212 (R$ 1,087 in 2015) of post-employment benefits and R$ 6,930 (a reversal of provision of R$ 1,940 in 2015) 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, until the end of the year, are as follows:

97

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

 

Consolidated

 

ASSETS

 

LIABILITIES

 

INCOME

 

EXPENSES

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

 

Dec. 31, 2015

 

2016

 

2015

 

2016

 

2015

Bank balances and short-term investments

                             

Banco Bradesco S.A.(**)

-

 

4,097,770

 

-

 

1

 

-

 

351,086

 

-

 

312

Banco do Brasil S.A.

48,985

 

126,036

 

-

 

-

 

4,113

 

28,466

 

5

 

4

                               

Borrowings (*), Debentures (*) and Derivatives (*)

                             

Banco Bradesco S.A.(**)

-

 

-

 

-

 

667,335

 

-

 

-

 

-

 

85,505

Banco do Brasil S.A.

-

 

-

 

4,257,562

 

3,727,087

 

800

 

-

 

463,949

 

459,889

Banco BNP Paribas Brasil S.A

5,126

 

58,478

 

-

 

322,465

 

-

 

-

 

67,196

 

8,978

                               

Other financial transactions

                             

Banco Bradesco S.A.(**)

-

 

-

 

-

 

1,259

 

-

 

166

 

-

 

4,174

Banco do Brasil S.A.

-

 

-

 

962

 

879

 

234

 

80

 

6,408

 

5,941

                               

Advances

                             

BAESA – Energética Barra Grande S.A.

-

 

-

 

726

 

790

 

-

 

-

 

-

 

-

Foz do Chapecó Energia S.A.

-

 

-

 

1,025

 

1,120

 

-

 

-

 

-

 

-

ENERCAN - Campos Novos Energia S.A.

-

 

-

 

1,269

 

1,377

 

-

 

-

 

-

 

-

EPASA - Centrais Elétricas da Paraiba

-

 

-

 

462

 

503

 

-

 

-

 

-

 

-

                               

Energy purchases and sales, and charges

                             

AES Tiete S.A. (***)

-

 

-

 

-

 

-

 

2

 

-

 

14,498

 

-

Afluente Transmissão de Energia Elétrica S.A.

-

 

-

 

53

 

27

 

-

 

-

 

1,212

 

1,426

Aliança Geração de Energia S.A

-

 

-

 

1,183

 

1,364

 

4

 

1

 

49,944

 

34,063

Alpargatas S.A. (***)

       

-

 

-

 

2,954

 

-

 

-

 

-

Arizona 1 Energia Renovável S.A

-

 

-

 

-

 

-

 

-

 

-

 

967

 

883

Baguari I Geração de Energia Elétrica S.A.

-

 

-

 

6

 

6

 

-

 

-

 

294

 

268

BRF Brasil Foods

-

 

-

 

-

 

-

 

20,190

 

-

 

-

 

-

Caetite 2 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

889

 

810

Caetité 3 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

896

 

817

Calango 1 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

1,073

 

977

Calango 2 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

916

 

834

Calango 3 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

1,072

 

977

Calango 4 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

995

 

907

Calango 5 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

1,054

 

963

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

   

-

 

-

 

374

 

-

 

-

 

-

 

-

Companhia de Eletricidade do Estado da Bahia – COELBA

743

 

655

 

121

 

-

 

19,296

 

14,491

 

121

 

46

Companhia Energética de Pernambuco - CELPE

692

 

587

 

20

 

-

 

9,829

 

7,062

 

250

 

206

Companhia Energética do Rio Grande do Norte - COSERN

267

 

227

 

-

 

-

 

3,128

 

2,580

 

-

 

-

Companhia Hidrelétrica Teles Pires S.A.

-

 

-

 

1,416

 

1,548

 

57

 

17

 

53,710

 

29,915

ELEB Equipamentos Ltda

-

 

-

 

-

 

-

 

-

 

4,036

 

-

 

-

Embraer

-

 

-

 

-

 

-

 

6,938

 

26,615

 

-

 

-

Energética Águas da Pedra S.A.

-

 

-

 

112

 

130

 

6

 

2

 

4,716

 

4,260

Estaleiro Atlântico Sul S.A.

-

 

-

 

-

 

-

 

7,978

 

19,026

 

-

 

-

Goiás Sul Geração de Enegia S.A.

-

 

-

 

-

 

-

 

-

 

-

 

181

 

166

InterCement Brasil S.A

-

 

-

 

-

 

-

 

2

 

1

 

-

 

-

Itapebi Geração de Energia S.A

-

 

-

 

-

 

-

 

3

 

1

 

-

 

-

Mel 2 Energia Renovável S.A.

-

 

-

 

-

 

-

 

-

 

-

 

718

 

632

NC ENERGIA S.A.

451

 

-

 

2

 

-

 

28,298

 

5,336

 

6

 

-

Norte Energia S.A.

1

 

1

 

4,585

 

-

 

17

 

1

 

61,240

 

-

Rio PCH I S.A.

-

 

-

 

209

 

242

 

-

 

-

 

8,865

 

8,004

Samarco Mineração S.A.

-

 

-

 

-

 

-

 

2

 

1

 

-

 

-

Santista Jeanswear S/A

-

 

-

 

-

 

-

 

13,600

 

4,491

 

-

 

-

Santista Work Solution S/A

-

 

-

 

-

 

-

 

2,224

 

-

 

-

 

-

SE Narandiba S.A.

-

 

-

 

2

 

-

 

-

 

-

 

152

 

166

Serra do Facão Energia S.A. - SEFAC

-

 

-

 

557

 

576

 

-

 

-

 

23,153

 

20,916

Termopernambuco S.A.

-

 

-

 

-

 

-

 

5

 

3

 

-

 

-

ThyssenKrupp Companhia Siderúrgica do Atlântico

-

 

-

 

-

 

-

 

25,268

 

37,238

 

7,683

 

6,965

Tupy

-

 

-

 

-

 

-

 

-

 

-

 

27,127

 

-

Vale Energia S.A.

8,680

 

7,843

 

-

 

-

 

102,069

 

92,353

 

216

 

695

BAESA – Energética Barra Grande S.A.

-

 

-

 

5,642

 

88,441

 

-

 

6,080

 

60,765

 

111,541

Foz do Chapecó Energia S.A.

-

 

-

 

35,018

 

142,596

 

215

 

4,996

 

358,272

 

330,675

ENERCAN - Campos Novos Energia S.A.

387

 

667

 

50,526

 

140,496

 

3,684

 

23,283

 

269,480

 

244,102

EPASA - Centrais Elétricas da Paraiba

-

 

-

 

12,418

 

19,807

 

-

 

15,243

 

91,010

 

168,187

                               

Intangible assets, property, plant and equipment, materials and services rendered

                             

Alpargatas S.A. (***)

168

 

-

 

-

 

-

 

2,310

 

-

 

-

 

-

Afluente Transmissão de Energia Elétrica S.A.

-

 

-

 

-

 

-

 

-

 

-

 

5

 

-

Banco Bradesco S.A.(**)

-

 

-

 

-

 

2

 

-

 

-

 

-

 

19

Banco do Brasil S A

-

 

-

 

-

 

-

 

-

 

-

 

6

 

170

Brasil veículos Companhia de Seguros

-

 

-

 

-

 

-

 

2

 

-

 

-

 

-

BRF Brasil Foods

-

 

-

 

-

 

-

 

1,250

 

-

 

-

 

-

Companhia de Saneamento Básico do Estado de São Paulo - SABESP

4

 

65

 

42

 

42

 

170

 

1,034

 

94

 

31

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

-

 

-

 

-

 

-

 

-

 

-

 

-

 

576

Companhia de Eletricidade do Estado da Bahia – COELBA

-

 

-

 

-

 

-

 

-

 

-

 

-

 

50

Concessionária Auto Raposo Tavares S.A. - CART

-

 

-

 

-

         

-

 

15

 

-

Concessionária de Rodovias do Oeste de São Paulo – ViaOeste S.A.

-

 

-

 

-

 

-

 

-

 

-

 

6

 

-

Concessionária do Sistema Anhanguera - Bandeirante S.A.

86

 

-

 

-

 

-

 

-

 

-

 

10

 

9

Estaleiro Atlântico Sul S.A.

-

 

-

 

-

 

-

 

9

 

-

 

-

 

-

Ferrovia Centro-Atlântica S.A.

-

 

-

 

-

 

-

 

-

 

-

 

24

 

22

HM 14 Empreendimento Imobiliário SPE Ltda

-

 

14

 

-

 

-

 

-

 

-

 

-

 

-

HM 02 Empreendimento Imobiliário SPE Ltda.

-

 

-

 

-

 

-

 

45

 

-

 

-

 

-

HM Engenharia e Construções S.A.

-

 

-

 

-

 

-

 

-

 

272

 

-

 

-

Indústrias Romi S.A.

4

 

-

 

-

 

-

 

51

 

68

 

-

 

-

InterCement Brasil S.A

-

 

-

 

-

 

-

 

43

 

26

 

-

 

-

Oi Móvel S.A (***)

-

 

-

 

-

 

-

 

-

 

-

 

302

 

-

Logum Logística S.A.

26

 

-

 

-

 

-

 

730

 

55

 

-

 

-

LUPATECH

-

 

-

 

-

 

-

 

-

 

-

 

-

 

2

Mapfre Seguros Gerais S.A. (**)

-

 

-

 

-

 

-

 

-

 

4

 

-

 

1

NC Energia S.A.

-

 

-

 

-

 

-

 

17

 

-

 

-

 

-

Renovias Concessionária S.A.

-

 

-

 

-

 

-

 

-

 

-

 

17

 

-

Rodovias Integradas do Oeste S.A.

-

 

-

 

-

 

12

 

-

 

-

 

3

 

-

SAMM - Sociedade de Atividades em Multimídia Ltda.

-

 

-

 

-

 

-

 

1,410

 

1,463

 

-

 

-

Santista Jeanswear S/A

-

 

-

 

-

 

-

 

1

 

21

 

-

 

-

Tim Celular S.A. (***)

6

 

-

 

89

 

-

 

2,008

 

-

 

12

 

-

TOTVS S.A.

   

-

 

2

 

3

 

2

 

-

 

32

 

44

Ultrafértil S.A

-

 

-

     

-

 

14

 

868

 

-

 

-

Vale Energia S.A.

-

 

-

     

-

 

331

 

-

 

-

 

-

Vale S.A.

-

 

-

 

-

 

-

 

-

 

-

 

11

 

-

Vale Fertilizantes S.A

-

 

39

     

-

 

-

 

45

 

-

 

-

BAESA – Energética Barra Grande S.A.

56

 

-

     

-

 

521

 

1,354

 

-

 

-

Foz do Chapecó Energia S.A.

104

 

-

     

-

 

1,424

 

1,483

 

-

 

-

ENERCAN - Campos Novos Energia S.A.

74

 

-

 

-

 

-

 

1,826

 

1,354

 

-

 

-

EPASA - Centrais Elétricas da Paraíba S.A.

1,599

 

1,104

     

-

 

488

 

720

 

-

 

-

                               

Intragroup loans

                             

EPASA - Centrais Elétricas da Paraíba S.A.

38,078

 

76,586

 

-

 

-

 

4,379

 

14,123

 

-

 

-

Noncontrolling shareholders - CPFL Renováveis

9,067

 

7,680

 

-

 

-

 

1,039

 

1,475

 

-

 

-

                               

Dividend and interest on capital

                             

BAESA – Energética Barra Grande S.A.

89

 

20

 

-

 

-

 

-

 

-

 

-

 

-

Chapecoense Geração S.A.

29,329

 

28,417

 

-

 

-

 

-

 

-

 

-

 

-

ENERCAN - Campos Novos Energia S.A.

40,983

 

30,905

 

-

 

-

 

-

 

-

 

-

 

-

EPASA - Centrais Elétricas da Paraiba

-

 

29,933

 

-

 

-

 

-

 

-

 

-

 

-

                               

(*) The balances include the mark to market adjustments

(**) Related party until December 2015

(***) Related party from January 2016

 

 

98

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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 main insurance policies in the financial statements are:

 

Description

 

Type of cover

 

Dec. 31, 2016

Concession financial asset / Intangible

 

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

 

9,679,825

Transport

 

National transport

 

416,358

Stored materials

 

Fire, lightning, explosion and robbery

 

232,849

Automobiles

 

Comprehensive cover

 

13,235

Civil liability

 

Electric energy distributors and others

 

200,000

Personnel

 

Group life and personal accidents

 

234,357

Others

 

Operational risks and others

 

281,914

Total

     

11,058,537

Information not audited by independent auditors

   

 

For the civil liability insurance of the officers, the insured amount is shared among the companies of the CPFL Energia Group. The premium is paid individually by each company involved, and the revenue is the base for the apportionment criterion.

 

( 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 Officers 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 Compliance 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, Risks and Sustainability 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.

99

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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 storage conditions of the National Interconnected System (“SIN”) improved during 2016, despite the low storage levels in the Northeast sub-system. The improvement in SIN storage conditions, associated with the reduced demand verified during the year and the availability of thermoelectric power generation, significantly reduce 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.

 

100

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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, 2016

 

December 31, 2015

 

Note

 

Category

 

Measurement

 

Level (*)

 

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

Assets

                             

Cash and cash equivalents

5

 

(a)

 

(2)

 

Level 1

 

5,267,966

 

5,267,966

 

4,353,488

 

4,353,488

Cash and cash equivalents

5

 

(a)

 

(2)

 

Level 2

 

897,031

 

897,031

 

1,329,314

 

1,329,314

Securities

   

(a)

 

(2)

 

Level 1

 

511

 

511

 

23,633

 

23,633

Derivatives

35

 

(a)

 

(2)

 

Level 2

 

746,883

 

746,883

 

2,269,932

 

2,269,933

Derivatives - Zero-cost collar

35

 

(a)

 

(2)

 

Level 3

 

57,715

 

57,715

 

8,820

 

8,820

Concession financial asset - Distribution

11

 

(b)

 

(2)

 

Level 3

 

5,193,511

 

5,193,511

 

3,483,713

 

3,483,713

                 

12,163,617

 

12,163,617

 

11,468,900

 

11,468,900

                               

Liabilities

                             

Borrowings - Principal and interest

17

 

(c)

 

(1)

 

Level 2 (***)

 

7,554,059

 

6,615,837

 

7,725,978

 

6,499,746

Borrowings - Principal and interest

17 (**)

 

(a)

 

(2)

 

Level 2

 

5,489,982

 

5,489,982

 

6,936,808

 

6,936,808

Debentures - Principal and interest

18

 

(c)

 

(1)

 

Level 2 (***)

 

8,999,947

 

8,855,211

 

7,070,430

 

6,105,830

Derivatives

35

 

(a)

 

(2)

 

Level 2

 

118,262

 

118,262

 

31,745

 

31,745

Derivatives - Zero-cost collar

35

 

(a)

 

(2)

 

Level 3

 

-

 

-

 

2,440

 

2,440

                 

22,162,250

 

21,079,292

 

21,767,402

 

19,576,570

(*) 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 loss of R$ 274,834 in 2016 (a gain of R$ 256,251 in 2015)

 

(***) Only for disclosure purposes, in accordance with 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) - Mensured at fair value

               

(c) - Other financial 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 – Eletrobras, (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) FNDCT/EPE/PROCEL, (vi) collection agreement, (vii) reversal fund, (viii) payables for business combination, (ix) tariff discount CDE, and (x) sector financial liability.

In addition, in 2016 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.

101

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

CPC 40 (R1) / 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.

CPC 40 (R1) / IFRS 7 also defines observable inputs as market data obtained from independent sources and unobservable inputs that reflect 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$ 186,148 (R$ 393,343 in 2015), and the main methodologies are described in notes 11 and 27.

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, 2016, the Company and its subsidiaries had the following derivative transactions, all traded on the over-the-counter market:

102

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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

 

Currecy / index

 

Maturity range

 

Notional

Derivatives to hedge debts designated at fair value

                             

Exchange rate hedge

                               

CPFL Paulista

                               

Bank of Tokyo-Mitsubishi

 

44,536

 

-

 

44,536

 

44,845

 

(309)

 

dollar

 

March 2019

 

117,400

Bank of America Merrill Lynch

 

41,815

 

-

 

41,815

 

40,514

 

1,300

 

dollar

 

September 2018

 

106,020

Bank of America Merrill Lynch

 

47,538

 

-

 

47,538

 

46,268

 

1,270

 

dollar

 

March 2019

 

116,600

J.P.Morgan

 

23,768

 

-

 

23,768

 

23,134

 

634

 

dollar

 

March 2019

 

58,300

J.P.Morgan

 

13,231

 

-

 

13,231

 

13,311

 

(80)

 

dollar

 

December 2017

 

51,470

J.P.Morgan

 

11,785

 

-

 

11,785

 

11,885

 

(100)

 

dollar

 

December 2017

 

53,100

J.P.Morgan

 

4,053

 

-

 

4,053

 

4,065

 

(12)

 

dollar

 

January 2018

 

27,121

Bradesco

 

10,045

 

-

 

10,045

 

9,698

 

347

 

dollar

 

January 2018

 

54,214

Bradesco

 

41,072

 

-

 

41,072

 

39,589

 

1,483

 

dollar

 

January 2018

 

173,459

J.P.Morgan

 

10,354

 

-

 

10,354

 

10,191

 

164

 

dollar

 

January 2018

 

67,938

J.P.Morgan

 

10,532

 

-

 

10,532

 

10,515

 

16

 

dollar

 

January 2019

 

67,613

BNP Paribas

 

1,367

 

-

 

1,367

 

672

 

695

 

euro

 

January 2018

 

63,896

Bank of Tokyo-Mitsubishi

 

14,735

 

-

 

14,735

 

18,298

 

(3,563)

 

dollar

 

February 2020

 

142,735

J.P.Morgan

 

5,961

 

-

 

5,961

 

6,080

 

(119)

 

dollar

 

February 2018

 

41,100

Bank of America Merrill Lynch

 

81,111

 

-

 

81,111

 

77,971

 

3,140

 

dollar

 

February 2018

 

405,300

Bank of America Merrill Lynch

 

-

 

(11,672)

 

(11,672)

 

(11,726)

 

54

 

dollar

 

October 2018

 

329,500

Bradesco

 

-

 

(4,379)

 

(4,379)

 

(5,418)

 

1,039

 

dollar

 

May 2021

 

59,032

Bank of America Merrill Lynch

 

-

 

(3,771)

 

(3,771)

 

(5,390)

 

1,619

 

dollar

 

May 2021

 

59,032

Citibank

 

-

 

(7,846)

 

(7,846)

 

(10,793)

 

2,947

 

dollar

 

May 2021

 

118,063

   

361,903

 

(27,668)

 

334,235

 

323,711

 

10,524

           
                                 

CPFL Piratininga

                               

Citibank

 

44,955

 

-

 

44,955

 

44,779

 

176

 

dollar

 

March 2019

 

117,250

Bradesco

 

25,700

 

-

 

25,700

 

25,194

 

506

 

dollar

 

April 2018

 

55,138

J.P.Morgan

 

25,717

 

-

 

25,717

 

25,197

 

521

 

dollar

 

April 2018

 

55,138

Citibank

 

30,808

 

-

 

30,808

 

30,780

 

28

 

dollar

 

January 2020

 

169,838

BNP Paribas

 

3,759

 

-

 

3,759

 

1,849

 

1,911

 

euro

 

January 2018

 

175,714

Scotiabank

 

-

 

(4,257)

 

(4,257)

 

(4,211)

 

(46)

 

dollar

 

August 2017

 

55,440

Bradesco

 

-

 

(4,379)

 

(4,379)

 

(5,418)

 

1,039

 

dollar

 

May 2021

 

59,032

Bank of America Merrill Lynch

 

-

 

(5,438)

 

(5,438)

 

(8,074)

 

2,636

 

dollar

 

May 2021

 

88,548

Citibank

 

-

 

(5,950)

 

(5,950)

 

(8,098)

 

2,148

 

dollar

 

May 2021

 

88,548

   

130,940

 

(20,024)

 

110,916

 

101,997

 

8,919

           
                                 

CPFL Geração

                               

Bradesco

 

92,771

 

-

 

92,771

 

92,569

 

201

 

dollar

 

March 2017

 

232,520

Votorantim

 

-

 

(4,525)

 

(4,525)

 

(7,212)

 

2,687

 

dollar

 

June 2019

 

104,454

Scotiabank

 

-

 

(8,208)

 

(8,208)

 

(7,643)

 

(566)

 

dollar

 

July 2019

 

117,036

Bradesco

 

79

 

-

 

79

 

(158)

 

237

 

dollar

 

September 2019

 

32,636

Citibank

 

-

 

(8,824)

 

(8,824)

 

(7,646)

 

(1,177)

 

dollar

 

September 2020

 

397,320

Scotiabank

 

-

 

(14,117)

 

(14,117)

 

(12,248)

 

(1,870)

 

dollar

 

December 2019

 

174,525

   

92,849

 

(35,674)

 

57,175

 

57,663

 

(488)

           
                                 

RGE

                               

Bank of Tokyo-Mitsubishi

 

21,496

 

-

 

21,496

 

21,657

 

(162)

 

dollar

 

April 2018

 

36,270

Bank of Tokyo-Mitsubishi

 

96,357

 

-

 

96,357

 

96,985

 

(628)

 

dollar

 

May 2018

 

168,346

Bradesco

 

11,207

 

-

 

11,207

 

10,968

 

239

 

dollar

 

October 2017

 

32,715

J.P.Morgan

 

19,839

 

-

 

19,839

 

19,441

 

398

 

dollar

 

February 2018

 

171,949

Bradesco

 

-

 

(4,379)

 

(4,379)

 

(5,418)

 

1,039

 

dollar

 

May 2021

 

59,032

Bank of America Merrill Lynch

 

-

 

(7,106)

 

(7,106)

 

(10,759)

 

3,653

 

dollar

 

May 2021

 

118,063

Citibank

 

-

 

(4,053)

 

(4,053)

 

(5,403)

 

1,350

 

dollar

 

May 2021

 

59,032

   

148,898

 

(15,539)

 

133,360

 

127,471

 

5,888

           

CPFL Jaguari

                               

Scotiabank

 

-

 

(1,156)

 

(1,156)

 

(1,076)

 

(80)

 

dollar

 

July 2019

 

16,484

                                 

CPFL Sul Paulista

                               

Scotiabank

 

-

 

(1,156)

 

(1,156)

 

(1,076)

 

(80)

 

dollar

 

July 2019

 

16,484

                                 

CPFL Leste Paulista

                               

Scotiabank

 

-

 

(1,156)

 

(1,156)

 

(1,076)

 

(80)

 

dollar

 

July 2019

 

16,484

                                 

CPFL Santa Cruz

                               

Scotiabank

 

-

 

(1,156)

 

(1,156)

 

(1,076)

 

(80)

 

dollar

 

July 2019

 

16,484

                                 

CPFL Paulista Lajeado

                               

Itaú

 

-

 

(678)

 

(678)

 

(653)

 

(25)

 

dollar

 

March 2018

 

35,000

                                 

CPFL Brasil

                               

Itaú

 

-

 

(3,403)

 

(3,403)

 

(3,407)

 

5

 

dollar

 

August 2018

 

45,360

                                 

Subtotal (a)

 

734,590

 

(107,610)

 

626,980

 

602,476

 

24,504

           
                                 

Derivatives to hedge debts not designated at fair value

                           

Exchange rate hedge

                               

CPFL Geração

                               

J.P.Morgan

 

-

 

(6,807)

 

(6,807)

 

(2,045)

 

(4,762)

 

dollar

 

December 2016

 

47,645

                                 

Price index hedge

                               

CPFL Geração

                               

Santander

 

6,077

 

-

 

6,077

 

5,922

 

155

 

IPCA

 

April 2019

 

35,235

J.P.Morgan

 

6,077

 

-

 

6,077

 

5,922

 

155

 

IPCA

 

April 2019

 

35,235

   

12,155

 

-

 

12,155

 

11,845

 

310

           
                                 

Interest rate hedge (1)

                               

CPFL Paulista

                               

Bank of America Merrill Lynch

 

-

 

(1,242)

 

(1,242)

 

(810)

 

(432)

 

CDI

 

July 2019

 

660,000

J.P.Morgan

 

-

 

(530)

 

(530)

 

(286)

 

(244)

 

CDI

 

February 2021

 

300,000

Votorantim

 

-

 

(158)

 

(158)

 

(92)

 

(66)

 

CDI

 

February 2021

 

100,000

Santander

 

-

 

(163)

 

(163)

 

(96)

 

(67)

 

CDI

 

February 2021

 

105,000

   

-

 

(2,093)

 

(2,093)

 

(1,284)

 

(809)

           

CPFL Piratininga

                               

J.P.Morgan

 

-

 

(207)

 

(207)

 

(135)

 

(72)

 

CDI

 

July 2019

 

110,000

Votorantim

 

-

 

(168)

 

(168)

 

(116)

 

(52)

 

CDI

 

February 2021

 

135,000

Santander

 

-

 

(115)

 

(115)

 

(84)

 

(31)

 

CDI

 

February 2021

 

100,000

   

-

 

(490)

 

(490)

 

(335)

 

(155)

           
                                 

RGE

                               

Bradesco

 

-

 

(941)

 

(941)

 

(614)

 

(328)

 

CDI

 

July 2019

 

500,000

Votorantim

 

-

 

(321)

 

(321)

 

(166)

 

(155)

 

CDI

 

February 2021

 

170,000

   

-

 

(1,262)

 

(1,262)

 

(779)

 

(483)

           

CPFL Geração

                               

Votorantim

 

138

 

-

 

138

 

(221)

 

359

 

CDI

 

August 2020

 

460,000

                                 
   

 

 

 

 

 

 

 

 

 

           

Subtotal (b)

 

12,293

 

(10,652)

 

1,641

 

7,181

 

(5,540)

           
                                 

Other derivatives (2)

                               

CPFL Geração

                               

Itaú

 

20,028

 

-

 

20,028

 

-

 

20,028

 

dollar

 

September 2020

 

26,627

Votorantim

 

16,688

 

-

 

16,688

 

-

 

16,688

 

dollar

 

September 2020

 

26,627

Santander

 

20,999

 

-

 

20,999

 

-

 

20,999

 

dollar

 

September 2020

 

33,060

Subtotal (c)

 

57,715

 

-

 

57,715

 

-

 

57,715

           
                                 

Total (a+b+c)

 

804,598

 

(118,262)

 

686,336

 

609,657

 

76,679

           
                                 

Current

 

163,241

 

(6,055)

                       

Noncurrent

 

641,357

 

(112,207)

                       
                                 

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) Due to the characteristics of this derivative (zero-cost collar), the notional amount is presented in U.S. dollar

 

 

103

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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 2016 and 2015, 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

 

2016

 

2015

CPFL Energia

 

Exchange variation

 

(76,202)

 

71,492

CPFL Energia

 

Mark to Market

 

2,319

 

(2,319)

CPFL Paulista

 

Interest rate variation

 

(1,423)

 

(2,250)

CPFL Paulista

 

Exchange variation

 

(802,479)

 

843,224

CPFL Paulista

 

Mark to Market

 

118,663

 

(98,738)

CPFL Piratininga

Interest rate variation

 

(661)

 

(609)

CPFL Piratininga

Exchange variation

 

(358,412)

 

300,652

CPFL Piratininga

Mark to Market

 

48,193

 

(32,431)

RGE

 

Interest rate variation

 

(835)

 

(1,321)

RGE

 

Exchange variation

 

(252,321)

 

291,612

RGE

 

Mark to Market

 

48,915

 

(29,946)

CPFL Geração

 

Interest rate variation

 

3,161

 

2,600

CPFL Geração

 

Exchange variation

 

(145,933)

 

122,294

CPFL Geração

 

Mark to Market

 

66,425

 

(7,896)

CPFL Santa Cruz

Exchange variation

 

(6,986)

 

9,899

CPFL Santa Cruz

Mark to Market

 

148

 

(80)

CPFL Leste Paulista

Exchange variation

 

(1,076)

 

4,596

CPFL Leste Paulista

Mark to Market

 

(80)

 

(76)

CPFL Sul Paulista

Exchange variation

 

(7,577)

 

12,404

CPFL Sul Paulista

Mark to Market

 

170

 

(83)

CPFL Jaguari

 

Exchange variation

 

(10,236)

 

16,616

CPFL Jaguari

 

Mark to Market

 

273

 

(63)

CPFL Mococa

 

Exchange variation

 

-

 

2,022

CPFL Mococa

 

Mark to Market

 

-

 

(33)

Paulista Lajeado Energia

Exchange variation

 

(11,046)

 

4,626

Paulista Lajeado Energia

Mark to Market

 

1,649

 

(1,675)

CPFL Telecom

 

Exchange variation

 

-

 

3,204

CPFL Telecom

 

Mark to Market

 

-

 

6

CPFL Brasil

 

Exchange variation

 

(13,857)

 

5,367

CPFL Brasil

 

Mark to Market

 

2,383

 

(2,378)

CPFL Serviços

 

Exchange variation

 

(3,420)

 

3,810

CPFL Serviços

 

Mark to Market

 

254

 

(87)

       

(1,399,988)

 

1,514,439

 

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.

104

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - 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, 2016, the total amount contracted was US$ 86,313, considering the options already settled until this date. 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 20.9%.

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 increase by R$ 864, resulting in a net asset of R$ 58,579.

 

The following table reconciles the opening and closing balances of the call and put options for the year ended December 31, 2016, as required by IFRS 13/CPC 46:

 

Consolidated

 

Assets

 

Liabilities

 

Net

At December 31, 2014

-

 

-

 

-

Measurement at fair value

10,342

 

(2,440)

 

7,902

Net cash received from settlement of flows

(1,522)

 

-

 

(1,522)

At December 31, 2015

8,820

 

(2,440)

 

6,380

Measurement at fair value

65,546

 

2,440

 

67,986

Net cash received from settlement of flows

(16,651)

 

-

 

(16,651)

At December 31, 2016

57,715

 

-

 

57,715

 

The fair value measurement of these financial instruments was recognized as finance income in the statement of profit or loss for the year, and no effects were recognized in other comprehensive income.

 

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, TJLP and SELIC), as shown below:

 

c.1) Exchange rate variation

Considering the level of net exchange rate exposure at December 31, 2016 is maintained, the simulation of the effects by type of financial instrument for three different scenarios would be:

105

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

   

Consolidated

             

Decrease (increase)

Instruments

 

Exposure
R$ thousand (a)

   

Risk

 

Currency depreciation (b)

 

Currency appreciation / depreciation of 25%

 

Currency appreciation / depreciation of 50%

Financial liability instruments

 

(5,295,856)

       

(462,134)

 

977,364

 

2,416,861

Derivatives - Plain Vanilla Swap

 

5,430,208

       

473,858

 

(1,002,158)

 

(2,478,175)

   

134,352

   

drop in the dollar

 

11,724

 

(24,794)

 

(61,314)

                       

Financial liability instruments

 

(257,485)

       

(30,664)

 

41,374

 

113,411

Derivatives - Plain Vanilla Swap

 

261,385

       

31,128

 

(42,000)

 

(115,129)

   

3,900

   

drop in the euro

 

464

 

(626)

 

(1,718)

                       

Total

 

138,252

       

12,188

 

(25,420)

 

(63,032)

                       
             

Decrease (increase)

Instruments

 

Exposure
(US$ thousand)

   

Risk

 

Currency depreciation (b)

 

Currency appreciation / depreciation of 25%

 

Currency appreciation / depreciation of 50%

Derivativos zero-cost collar

 

86,314

(d)

 

dollar apprec.

 

(68,386)

 

(99,565)

 

(130,743)

 

(a) The exchange rates considered as of December 31, 2016 were R$ 3.26 per US$ 1.00 and R$ 3.41 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$ 3.54 and R$ 3.81, and exchange depreciation at 8.73% and 11.91%, 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$ and in € being an asset, the risk is a drop in the dollar and in the euro, therefore, the exchange rate is appreciated 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, 2016 is maintained, and (ii) the respective accumulated annual indexes for the following 12 months remain stable (CDI 13.63% p.a.; IGP-M 7.17% p.a.; TJLP 7.50% p.a.; IPCA 6.29% p.a. and SELIC 14.08% p.a.), the effects on the Company’s 2017 financial statements would be a net finance cost of R$ 1,377,463 (finance costs of CDI R$ 1,200,603, IGP-M R$ 4,886, TJLP R$ 341,942 and SELIC R$ 156,936 and finance income of IPCA R$ 326,804). 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

     

Decrease (increase)

Instruments

   

Risk

 

Scenario I (a)

 

Raising index by 25% (b)

 

Raising index by 50% (b)

Financial asset instruments

 

6,773,850

     

(151,057)

 

41,998

 

235,053

Financial liability instruments

 

(10,430,518)

     

232,601

 

(64,669)

 

(361,939)

Derivatives - Plain Vanilla Swap

 

(5,151,860)

     

114,886

 

(31,942)

 

(178,770)

   

(8,808,528)

 

CDI apprec.

 

196,430

 

(54,613)

 

(305,656)

                     

Financial liability instruments

 

(67,872)

     

1,663

 

862

 

61

   

(67,872)

 

IGP-M apprec.

 

1,663

 

862

 

61

                     

Financial liability instruments

 

(4,559,227)

     

-

 

(85,486)

 

(170,971)

   

(4,559,227)

 

TJLP apprec.

 

-

 

(85,486)

 

(170,971)

                     

Financial liability instruments

 

(139,692)

     

2,053

 

3,737

 

5,420

Derivatives - Plain Vanilla Swap

 

88,889

     

(1,307)

 

(2,378)

 

(3,449)

Concession financial asset

 

5,247,689

     

(77,141)

 

(140,376)

 

(203,610)

   

5,196,886

 

drop in the IPCA

 

(76,395)

 

(139,017)

 

(201,639)

                     

Financial liability instruments

 

(199,681)

     

5,052

 

(714)

 

(6,480)

Sector financial asset and liability

 

(914,921)

     

23,148

 

(3,271)

 

(29,689)

   

(1,114,602)

 

SELIC apprec.

 

28,200

 

(3,985)

 

(36,169)

                     

Total

 

(9,353,343)

     

149,898

 

(282,239)

 

(714,374)

 

(a) The CDI, IGP-M, TJLP, IPCA and SELIC indexes considered of 11.40%, 4.72%, 7.50%, 4.82% and 11.55%, 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.

d)    Liquidity analysis

The Company manages liquidity risk by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of its financial liabilities. The table below sets out details of the contractual maturities of the financial liabilities as at December 31, 2016, 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.

106

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

       

Consolidated

December 31, 2016

 

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

     

2,641,544

 

81,808

 

4,778

 

129,781

 

-

 

-

 

2,857,911

Borrowings - principal and interest

 

17

 

12.04% p.a.

 

125,661

 

682,898

 

2,039,166

 

8,537,020

 

2,590,956

 

2,887,932

 

16,863,633

Derivatives

 

35

     

286

 

815

 

16,826

 

55,179

 

97,752

 

-

 

170,858

Debentures - principal and interest

 

18

 

14.22% p.a.

 

93,758

 

269,536

 

2,044,542

 

6,761,502

 

2,127,274

 

438,843

 

11,735,455

Regulatory charges

 

20

     

366,078

 

-

 

-

 

-

 

-

 

-

 

366,078

Use of public asset

 

23

 

13.77% p.a.

 

1,987

 

4,149

 

19,522

 

44,487

 

62,102

 

234,601

 

366,848

Others

 

24

     

46,625

 

91,395

 

18,565

 

44,711

 

-

 

17,750

 

219,045

Consumers and concessionaires

       

11,432

 

52,940

 

9,492

 

44,711

 

-

 

-

 

118,575

EPE / FNDCT / PROCEL (*)

         

1,457

 

2,397

 

9,073

 

-

 

-

 

-

 

12,927

Collections agreement

         

33,736

 

36,057

 

-

 

-

 

-

 

-

 

69,793

Reversal fund

         

-

 

-

 

-

 

-

 

-

 

17,750

 

17,750

Total

         

3,275,940

 

1,130,600

 

4,143,399

 

15,572,679

 

4,878,084

 

3,579,127

 

32,579,828

(*) EPE - Energy research company; FNDCT - National scientific and technological development fund; and PROCEL - National Program for Electric Energy Savings

 

( 36 )      COMMITMENTS  

The Company’s commitments as regards long-term energy purchase agreements and plant construction projects at December 31, 2016, as follows:

       

Consolidated

Commitments at December 31, 2016

 

Duration

 

Less than 1 year

 

1-3 years

 

4-5 years

 

More than 5 years

 

Total

Energy purchase agreements (except Itaipu)

 

Up to 29 years

 

9,433,125

 

17,967,834

 

16,493,436

 

59,486,713

 

103,381,108

Energy purchase from Itaipu

 

Up to 29 years

 

2,589,135

 

5,419,669

 

5,985,978

 

24,175,651

 

38,170,433

Energy system service charges

 

Up to 34 years

 

2,031,659

 

6,916,109

 

8,573,355

 

29,439,307

 

46,960,430

GSF renegotiation

 

Up to 26 years

 

17,882

 

-

 

35,899

 

266,279

 

320,059

Power plant constrution projects

 

Up to 3 years

 

1,560,470

 

8,676

 

-

 

-

 

1,569,146

Trade payables

 

Up to 17 years

 

1,819,714

 

1,253,650

 

314,992

 

496,760

 

3,885,116

Total

     

17,451,985

 

31,565,937

 

31,403,661

 

113,864,710

 

194,286,292

 

The power plant construction projects include commitments made basically to construction related to the subsidiaries of the renewable energy segment.

 

( 37 )      NON-CASH TRANSACTIONS

 

 

Parent Company

 

Consolidated

 

Dec. 31, 2016

 

Dec. 31, 2015

 

Dec. 31, 2016

 

Dec. 31, 2015

Transactions resulting from business combinations

 

 

 

 

 

 

 

Borrowings and debentures

-

 

-

 

(1,156,621)

 

-

Concession financial asset

-

 

-

 

876,281

 

-

Intangible assets - distribution infrastructure acquired

-

 

-

 

1,456,472

 

-

Intangible assets acquired

 

 

 

 

413,796

 

-

Other net assets acquired

-

 

-

 

1,911

 

-

 

-

 

-

 

1,591,839

 

-

Cash and cash equivalents acquired

-

 

-

 

(95,164)

 

-

Consideration paid in the acquisition, net

-

 

-

 

1,496,675

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other transactions

 

 

 

 

 

 

 

Capital increase through earnings reserve

392,272

 

554,888

 

392,272

 

554,888

Capital increase in investees through advances for future capital increase

52,680

 

905,167

 

-

 

-

Capital increase in investees through dividends

12,026

 

-

 

-

 

-

Interest capitalized in property, plant and equipment

-

 

-

 

54,733

 

34,212

Interest capitalized in concession intangible asset - distribution infraestruture

-

 

-

 

13,349

 

11,358

Escrow deposits to property, plant and equipment

-

 

-

 

3,418

 

-

Reversal of contingencies against intangible assets

-

 

-

 

7,591

 

-

Reversal of contingencies and other assets

-

 

-

 

13,950

 

-

Transfers between property, plant and equipment and other assets

-

 

-

 

14,592

 

2,928

 

 

 

 

107

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

( 38 )      RELEVANT FACTS AND EVENTS AFTER THE REPORTING PERIOD

38.1.      Acquisition of ownership interest in the Company by State Grid International Development Limited

In a Significant Event Notice disclosed to the market on July 1, 2016, the Company disclosed that it received from its controlling shareholder Camargo Corrêa S.A. (“CCSA”) a communication on the proposal received from State Grid International Development Limited for the acquisition of the entire ownership interest relating to the Company’s control block. On September 2, 2016, the Company received from CCSA a correspondence confirming the signing of the acquisition contract.

On November 23, 2016, the Company disclosed a Significant Event Notice informing that ANEEL approved, on that date, the request for approval of the transfer of shares of CPFL Energia held by the shareholders that are part of its control block (“Controlling Shareholders”) to State Grid Brazil Power Participações Ltda. (“State Grid”), Brazilian subsidiary of State Grid International Development Limited. This authorization was the last condition precedent for the closing of the transaction and the consummation of the transfer of shares of CPFL Energia held by the Controlling Shareholders to State Grid.

On January 23, 2017, the Company disclosed a Significant Event Notice informing that it received, on that date, a correspondence from State Grid Brazil Power Participações Ltda. (“State Grid Brazil”) informing that on that date the Share Purchase Agreement dated September 2, 2016 between State Grid Brazil, Camargo Correa S.A., Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI, Fundação CESP, Fundação Sistel de Seguridade Social, Fundação Petrobras de Seguridade Social – PETROS, Fundação SABESP de Seguridade Social — SABESPREV, and certain other parties, had been signed. This Significant Event Notice also disclosed the conditions for the transaction regarding (i) closing and shares acquired, (ii) price per share of CPFL Energia; (iii) price per share of CPFL Renováveis; (iv) OPAs for sale of control; (v) OPA price for sale of control; (vi) Possibility of Cancelation of Registration of CPFL Energia and/or CPFL Renováveis; (vii) termination of control of shareholders, and other material information.

After finalizing the transaction, State Grid Brazil became the parent company of CPFL Energia with 54.64% (556,164.817 shares, direct or indirect) of the Company’s voting and total capital. The total price paid for the direct and indirect acquisition of shares was R$ 25.51 per share, totaling approximately R$ 14.19 billion. With the transaction, State Grid Brazil Power Participações Ltda. became the only controlling shareholder of the Company, and the Shareholders’ Agreement dated March 22, 2002 signed among the former shareholders was terminated.

The members of the Board of Directors and Fiscal Council (except the one elected as independent member) resigned on the same date. The election of the members for the vacant positions of the Board of Directors and the Fiscal Council occurred at the Extraordinary General Meeting held on February 16, 2017, according to the call notice and Management’s Proposal already disclosed.

As the closing occurred on January 23, 2017, after all conditions precedent were met, this transaction did not generate impacts on the Company’s ownership structure as at December 31, 2016.

38.2.      Approval for fundraising

38.2.1.    Approval for issue of debentures of CPFL Piratininga and RGE

The Board of Directors of the subsidiaries authorized, on January 25, 2017, the 8th issue of simple non-convertible debentures. The debentures were issued on February 15, 2017.

Subsidiary

 

Issue

 

Quantity issued

 

Amount

 

Maturity

 

Interest

 

Utilization

CPFL Piratininga

 

8th issue - 1st series

 

60,000

 

60,000

 

Feb. 2024

 

Semiannual

 

Implementation and development of investment projects in substations and transmission lines

CPFL Piratininga

 

8th issue - 2nd series

 

246,000

 

246,000

 

Feb. 2022

 

Semiannual

 

Working capital improvement and extension of the debt profile

RGE

 

8th issue - 1st series

 

130,000

 

130,000

 

Feb. 2024

 

Semiannual

 

Implementation and development of investment projects in substations and transmission lines

RGE

 

8th issue - 2nd series

 

250,000

 

250,000

 

Feb. 2022

 

Semiannual

 

Working capital improvement and extension of the debt profile

           

686,000

           

 

38.2.2.   Approval for fundraising in foreign currency (Law 4,131) – CPFL Geração, CPFL Paulista, RGE and RGE Sul

108

 


 
 

(Free Translation of the original in Portuguese)

Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

On February 1, 2017, the Board of Directors approved the raising of borrowings for the following subsidiaries:

- CPFL Paulista: up to R$ 2,225,000;

- CPFL Geração: up to R$ 679,000;

- RGE Sul: up to R$ 390,000; and

- RGE: up to R$ 308,000.

These approvals will occur through borrowings based on Law 4,131/62 and/or roll over of the current debts in foreign currency with swap for CDI, as well as the assignment of swap in guarantee, Rural Credit, Bank Credit Note, Promissory Notes with take out of long-term debts, Issue of Debentures, Assumption of Debts, other working capital transactions.

 

38.3.      Interim dividend for the 1st half of 2016

According to the Notice to the Shareholders of January 5, 2017, at a meeting held on the same date the Company’s Board of Directors approved the proposal for “Interim Dividend”, relating to the first half of 2016, which will be attributed to the mandatory minimum dividend for 2016, in the amount of R$ 221,780, equivalent to R$ 0.217876793 per share.

The dividend proposed was paid on January 20, 2017, to the shareholders holding Company shares on January 12, 2017, and the shares are now traded “ex-dividend” on the BM&FBOVESPA and on the New York Stock Exchange (NYSE) from January 13, 2017.

38.4.      Share Acquisition Public Offer

As per the significant event notice on February 16, 2017, State Grid Brazil Power Participações will conduct a public offer for acquisition of all the common shares held by the remaining shareholders of CPFL (“Offer for Sale of Control”), pursuant to the prevailing legislation and CPFL’s Bylaws.

State Grid Brazil has also the intention of, together with the Offer for Sale of Control, conduct a unified public offer for acquisition of Company common shares aimed to: (i) cancel its listing as publicly-traded company with the CVM under the category “A” and its conversion to category “B” (“Offer for Conversion of Listing”); and (ii) withdraw the Company from the Special Listing Segment of BM&FBOVESPA named Novo Mercado (“Offer for Withdrawal from Novo Mercado”), in conformity with the relevant legislation. State Grid Brazil also intends to cause: (i) the deposit agreement relating to the American depositary of the Company’s shares to be terminated, (ii) the Company to withdraw from the NYSE, and (iii) the Company’s listing as publicly-traded company in the United States to be canceled.

CPFL Energia also informs that, due to the intention expressed by State Grid Brazil, the Company’s shareholders will be called for an extraordinary general meeting to decide on the (i) selection of the specialized institution or company responsible for determining the Company’s economic  value based on a triple list to be submitted by the Board of Directors, as provided for in the Novo Mercado Regulation and the Company’s Bylaws; (ii) cancelation of the Company’s listing with CVM as issuer of securities registered under the category “A”, and their conversion into category “B”; and (iii) Company’s withdrawal from the Novo Mercado listing segment of BM&FBOVESPA S.A.– Bolsa de Valores, Mercadorias e Futuros. This significant event notice includes further details of the transaction.

As per Significant Event Notice disclosed by both companies to the market on February 23, 2017, State Grid Brazil filled with CVM in February 22, 2017 requiring authorization for a Public Tender Offer for acquisition of CPFL Energia’s shares. Such request is currently under analysis by CVM.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

BOARD OF DIRECTORS

 

HU YUHAI

Chairman

 

CHEN DAOBIAO

Vice Chairman

 

QU YANG

ZHAO YUMENG

ANDRE DORF

ANTONIO KANDIR

ANA MARIA ELORRIETA

Directors

 

 

 

EXECUTIVE OFFICERS

 

ANDRE DORF

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

 

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

INDEPENDENT AUDITORS' REPORT

(Convenience Translation into English from the Original Previously Issued in Portuguese)
 
INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Shareholders of

CPFL Energia S.A.

São Paulo - SP

Opinion

We have audited the individual and consolidated financial statements of CPFL Energia S.A. (“CPFL Energia” or “Company”), identified as Company and Consolidated, respectively, which comprise the statement of financial position as of December 31, 2016 and the related statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying individual and consolidated financial statements referred to above present fairly, in all material respects, the financial position of CPFL Energia as of December 31, 2016, its individual and consolidated financial performance and its individual and consolidated cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards - IFRSs, issued by the International Accounting Standards Board - IASB.

Basis for opinion

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the individual and consolidated financial statements section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical requirements in the Code of Ethics for Professional Accountants and the professional standards issued by the Federal Accounting Council ("CFC"), and we have fulfilled our other ethical responsibilities in accordance with these standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of matter

Restatement of corresponding amounts

As stated in note 2.8, as a result of changes in the accounting policy adopted by the Company concerning the classification of adjustments of expected cash flows related to the concession financial asset, the corresponding amounts reported in the financial statements and related to the consolidated statements of income and value added statement (supplemental information) for the year ended December 31, 2015, presented for comparative purposes, have been reclassified and are restated as set out in technical pronouncement CPC 23 and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors. We issued an unqualified opinion thereon.

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current year. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and, therefore, we do not provide a separate opinion on these matters.

Recognition of unbilled revenue from electricity distributed

As mentioned in note 3.110 to the financial statements, accounting for unbilled revenue from electricity distributed to consumers causes an impact on the net revenue amount recognized in the year, as well as the balance reported in receivables from consumers, concessionaires and licensees account. The estimate assessment and determination process, which comprises defining assumptions that affect the calculation of distributed and unbilled electricity volume and amount, is complex and involve Management’s significant judgment. Accordingly, we have considered the estimated amounts of unbilled revenue and receivables from consumers, concessionaires and licensees arising from electricity distributed as a key audit matter.

Our audit procedures designed to address such accounting estimate included, but were not limited to: (i) assessing the design, implementation and effectiveness of relevant internal controls adopted by the Company’s Management so as to determine the unbilled revenue amount from electricity distributed (ii) involving our Information Technology specialists to assess the systems and IT environment used in determining the recorded balances, and (iii) challenging the major assumptions used by Management to make such estimate. Moreover, we have tested the completeness and accuracy of data used for calculating Management’s estimates and performed valuation tests on the unbilled revenue from distributed electricity, by comparing amounts recognized by the Company with independent expectations derived from our substantive tests.

Capitalization of expenses as concession intangible assets

In view of the involved amount and investments allocated within the entire concession area of distributors controlled by the Company and the fact that the regulatory agency (Brazilian Electricity Regulatory Agency - "Aneel") uses the distribution infrastructure as a basis to determine tariffs for each tariff cycle, i.e., the distribution infrastructure corresponds to the regulatory remuneration base – RRB, we consider the segregation and capitalization of expenses to the concession intangible assets as a key matter in our audit, since there might be errors while determining and capitalizing non-qualifying expenses primarily related to outsourced services and labor force.

Our audit procedures included, but were not limited to: (i) assessing the design, implementation and effectiveness of relevant internal controls adopted by Management so as to segregate and capitalize expenses to the distribution infrastructure, (ii) involving our Information Technology specialists to assess the systems used by the Company to control intangible assets and respective capitalized expenses, (iii) performing tests, on a sample basis, in order to assess the valuation and allocation of expenses segregated and capitalized to the concession intangible assets and financial assets, (iv) challenging the assumptions used by Management to determine and segregate capitalized expenses, and (v) comparing the nature and volume of capitalized expenses with those approved by the regulatory agency over the last tariff review period of each distributor controlled by the Company.

Acquisition of AES Sul

As disclosed in note 13.4, the Company acquired AES Sul Distribuidora Gaúcha in 2016, for the amount of R$1,591 million. Accounting for such acquisition required the use of estimates from the Company’s Management, with respect to the accounting treatment, the determination of the fair value of acquired assets and assumed liabilities, the disclosure of information on those transactions, as well as the appropriateness of the acquired company’s significant accounting policies.  Consequently, we consider the measurement, accounting treatment and disclosure of the effects of such acquisition as a key audit matter.

Our audit procedures designed to address such matter included, but were not limited to: (i) assessing the design, implementation and effectiveness of relevant internal controls adopted by the Company’s Management to identify acquired assets and assumed liabilities and to allocate the purchase price and accounting record relating to price allocation and disclosure, (ii) assessing the completeness and accuracy of calculation models prepared by the Company’s Management in the identification and valuation of assets and liabilities; (iii) involving our internal specialists in valuation techniques, and (iv) assessing the appropriateness of acquisition-related disclosures, as shown in note 13 to the financial statements.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

 

Other matters

Value added statements

The individual and consolidated value added statements (“DVA”) for the year ended December 31, 2016, prepared under the responsibility of the Company’s Management and disclosed as supplemental information for purposes of the IFRSs, were subject to audit procedures performed together with the audit of the Company’s financial statements. In forming our opinion, we assess whether these statements are reconciled with the financial statements and accounting records, as applicable, and whether their form and content are in accordance with the criteria set out in Technical Pronouncement CPC 09 - Value Added Statement. In our opinion, these statements of value added were fairly prepared, in all material respects, in accordance with the criteria set out in such Technical Pronouncement and are consistent in relation to the individual and consolidated financial statements taken as a whole.

Other information accompanying the individual and consolidated financial statements and the independent auditor’s report

Management is responsible for such other information. The other information comprises the Management Report.

Our opinion on the individual and consolidated financial statements does not cover the Management Report and we do not express any form of audit conclusion thereon.

In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether such report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of the Management Report, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and those charged with governance for the individual and consolidated financial statements

Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards - IFRSs, issued by the International Accounting Standards Board - IASB, and 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.

In preparing the individual and consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s and its subsidiaries’ financial reporting process.

Auditor’s responsibilities for the audit of the individual and consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

·            Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

·            Obtain an understanding of internal control relevant to the audit 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 and its subsidiaries’ internal control.

·            Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

·            Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.

·            Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

·            Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and, where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the current year and are, therefore, the Key Audit Matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other matters

The accompanying individual and consolidated financial statements have been translated into English for the convenience of readers outside Brazil.

 

Campinas, March 13, 2017

DELOITTE TOUCHE TOHMATSU                                                  Marcelo Magalhães Fernandes

Auditores Independentes                                                             Engagement Partner

                                                                                                 

2017-CPS-0059

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - CPFL Energia S. A

 

 

REPORT OF THE FISCAL COUNCIL

 

The members of the Fiscal Council of CPFL Energia S.A., in performing their legal and statutory attributions, have examined the Management Report, the Financial Statements for the Fiscal Year 2016 and, with the clarifications provided by the Company’s Directors and considering the examinations made and the unqualified report of the independent auditors, dated March 13, 2017, are of the opinion that these documents are authorized to be analyzed and voted by the Annual General Meeting of Shareholders, to be held in April 28, 2017.

 

 

 

           

Campinas, March 22, 2017.

 

 

 

PAN YUEHUI

Chairman

 

ZHANG RAN

Director

 

REGINALDO FERREIRA ALEXANDRE

Director

 

 

 

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - 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, 2016;

b)    that reviewed, discussed and agree with the CPFL Energia Financial Statements as of December 31, 2016.

 

Campinas, March 13, 2017.

 

 

ANDRE DORF

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

 

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Standard Financial Statements – DFP – Date: December 31, 2016 - 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, 2016;

d)    that reviewed, discussed and agree with the CPFL Energia Financial Statements as of December 31, 2016.

 

 

Campinas, March 13, 2017.

 

ANDRE DORF

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

 


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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 22, 2017
 
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.