6-K 1 elpdf2014_6k.htm FINANCIAL STATEMENTS 2014 elpdf2014_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the month of June, 2015
Commission File Number 1-14668
 

 
COMPANHIA PARANAENSE DE ENERGIA
(Exact name of registrant as specified in its charter)
 
Energy Company of Paraná
(Translation of Registrant's name into English)
 
Rua Coronel Dulcídio, 800
80420-170 Curitiba, Paraná
Federative Republic of Brazil
(5541) 3222-2027
(Address of principal executive offices)
 

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 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____


 

 

 

Companhia Paranáense de Energia

Corporate Taxpayer's ID (CNPJ/MF) 76.483.817/0001-20

State registration 10146326-50

Publicly-Held Company- CVM 1431-1

www.copel.com copel@copel.com

Rua Coronel Dulcídio, 800, Batel - Curitiba - PR

CEP 80420-170

 

 

 

 

 

MANAGEMENT REPORT

AND FINANCIAL STATEMENTS

 

2014

 

 


 
 

 

SUMMARY

 

MESSAGE FROM THE CEO 3
1 . ORGANIZATIONAL PROFILE 5
    1.1.Market share 7
    1.2.Copel in numbers 7
2 . CORPORATE GOVERNANCE 8
    2.1.Governance Structure and Good Practice 8
    2.2.Sustainability and Corporate Citizenship Policy 12
    2.3.Strategic References 12
3 . OPERATING PERFORMANCE 14
    3.1.Macroeconomic Analysis 14
    3.2.Sector Analysis 14
    3.3.Business Segments 18
4 . ECONOMIC – FINANCIAL PERFORMANCE 29
    4.1.Operating Revenues 29
    4.2.Operating Costs and Expenses 29
    4.3.EBITDA 30
    4.4.Financial results 30
    4.5.Debt 30
    4.6.Net Income 31
    4.7.Added Value 32
    4.8.Customer Default 32
    4.9.Shares 32
    4.10.Investment Program 33
5 . SOCIOENVIRONMENTAL PERFORMANCE 34
    5.1.Workforce 34
    5.2.Suppliers 37
    5.3.Clients 37
    5.4.Community 38
    5.5.Education for sustainability 40
    5.6.Corporate Projects and Programs 41
    5.7.Environment 43
6 . ANNUAL SOCIAL BALANCE 48
7 . COMPOSITION OF THE GROUPS IN CHARGE OF CORPORATE GOVERNANCE 51

 

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MESSAGE FROM THE CEO

This Management and Financial Report for 2014 refers to a historical year for Companhia Paranáense de Energia (Copel or Company), when the company celebrated its 60-year anniversary, reached relevant milestones and made important achievements.

Copel invested last year more than R$2.4 billion in all areas of activity.

The investment plan, the highest in its history, had as main assumption a restructuring that defined the business areas into subsidiaries under the control of Copel Holding. Net income for the year amounted to R$1.3 billion.

In recognition of the quality of service provided, Copel received awards as best distribution company of Latin America from Cier – the main entity of the sector on the continent - best distribution company in Brazil in customer evaluation according to the Brazilian Association of Electric Energy Distribution Companies - Abradee, and best company among large distribution companies, in accordance with the National Energy Agency - Aneel. The National Quality Foundation also attested our excellence in customer service.

Copel Distribuição made achievements despite the critical scenario experienced by the energy sector, thanks to an audacious cost reduction program that is increasing the competitiveness and efficiency of the subsidiary, making us confident about the renewal of this concession in 2015.

In energy distribution, we highlight the works of construction and renovation of substations and modernization of the electric grid for the World Cup, which allowed full reliability to power supply during the event and provided perennial improvements to the electrical system of the Metropolitan Region of Curitiba

As for generation, two hydroelectric plants and 28 wind farms are currently under construction, which will add 1,068 MW to our generation park until 2019. Almost half of this capacity comes from five wind complexes installed in Rio Grande do Norte, three of which with operational startup scheduled for the first half of 2015. In the transmission segment, there are ongoing projects in nine states that will double our assets in this segment in the coming years.

The diversification of our activities also reaches the hydrocarbon segment. In September, Copel led the creation of Paraná Gás Exploração e Produção S.A, which will focus on exploration and production of conventional natural gas in the Paraná Basin in the central region of the State. The prospecting of this input marks the Company's debut in a strategic and promising segment for the expansion plans of our generating park.

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In telecommunications, Copel Telecomunicações nearly tripled its customer base in only one year, with residential and corporate connectivity optical fiber services that reached 47 Paraná cities. At the end of 2014, we reached 22,000 clients with an even broader potential for expansion from a nearly 10,000 km long backbone and coverage for all 399 municipalities in Paraná.

In 2015, we intend to continue the expansion of Copel on a sustainable basis with special attention to renewable energy sources, which is vital to help supply with clean energy the increasing Brazilian demand of 6,000 megawatts average per year.  In addition, we will work with a focus on distributed generation.

Supported by the technical excellence of its staff, Copel is prepared for the challenges currently imposed on the power sector; competitive, bold and innovative without overlooking the responsible use of natural resources, the efficiency of its economic management and compliance with social demands on its activities.

 

Curitiba, March 20, 2015

 

LUIZ FERNANDO LEONE VIANNA

Chief Executive Officer

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1.          organizaTional PROFILE

Celebrating 60 years of operations in October 2014, Copel is a mixed capital company, structured as a Holding Company, which operates with the latest technology in the areas of energy generation, transmission, distribution and telecommunications. It operates an electrical system with its own generation park of power plants, transmission lines, substations, lines, distribution networks and a telecommunications optical system that meets all cities in the state of Paraná. It also holds interests in the water & sanitation, piped gas and oil sectors.

Highlights of the main certifications and awards won in 2014:

 

Awards / Certifications

Certification Entity

Top of Mind 2014 - The most remembered brand in the State, company all Parana people would like to work for, and the most efficient state-owned company.

Revista Amanhã

Award Top Fornecedores Condor - Top Supplier 2014

Rede Condor

Award Sucesu - PR 2014 - Top Company in the Telecommunications segment in Paraná

Associação de Usuários de Internet e Telecomunicações

Award Procel 2014 - Tribute in commemoration of the 20th anniversary of the Procel Seal

Ministério de Minas e Energia e Eletrobras

Award IASC - Best Customer Satisfaction Rate in the South region ( distribution companies with more than four hundred thousand consumers)

Comissão de Integração Energética Regional - CIER América Latina

Award CIER Melhor Distribuidora - Gold category

Comissão de Integração Energética Regional - CIER América Latina

Award CIER Social Responsibility

Comissão de Integração Energética Regional - CIER América Latina

Award PNQ - Focus on clients

Fundação Nacional de Qualidade

Grandes Líderes - 500 maiores do Sul - Biggest company in Paraná

Revista Amanhã

Grandes Líderes - 500 maiores do Sul - Higher gross revenue in the energy sector

Revista Amanhã

Anuário Telecom - Network Infrastructure

Fórum Editorial

Award Abradee - Improved evaluation by the customer

Associação Brasileira das Distribuidoras de Energia Elétrica - Abradee

Empresa Cidadã - Copel - Certified by the information presented in its Report

Conselho Regional de Contabilidade do Rio de Janeiro, Sistema Firjan e Fecomércio

 

We attached below Equity Interest Chart of Copel on 12.31.2014 :           

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1.1.      Market share

 

 

 

 

 

Main products (%)

 

Brazil

South Region

Paraná

Cost of energy generation (1)

 

3.7

(2) (3) 22.5

(2) (3) 54.1

Energy transmission (4)

 

1.8

9.9

29.3

Energy distribution (5)

 

(6) 6.1

(6) 33.8

(7) 97.1

Gas distribution (8)

 

3.9

42.1

100.0

(1) Installed capacity. It does not include interests held by Copel and the wind complexes.

(2) It does not include the Itaipu Plant.

(3) It does not include the Paranapanema River Plants.

(4) The market refers to the Annual Permitted Revenue - APR.

(5) Participation in the services provided to the captive/free market.

(6) Source: Empresa de Pesquisa Energética - EPE.

(7) Estimated data.

(8) It considers the volume distributed in Paraná, with thermal energy.

 

1.2.      Copel in numbers


In R$ thousands (except as otherwise indicated)

2014

2013

variation %

 

 

 

 

Indicators

 

 

 

Gross Operating Revenue

18,327,840

12,669,159

44.7

Revenue Deductions

4,409,323

3,488,945

26.4

Net Operating revenue

13,918,517

9,180,214

51.6

Operating costs and expenses

12,368,558

8,067,627

53.3

Equity

159,955

113,606

40.8

Result from activities

1,549,959

1,112,587

39.3

EBITDA

2,339,857

1,829,396

27.9

Financial Income (Expense)

147,717

280,311

(47.3)

Income tax and social contribution

522,016

405,069

28.9

Net income

1,335,615

1,101,435

21.3

Net Equity

13,682,780

12,928,752

5.8

Interest on Equity

30,000

180,000

(83.3)

Dividends

592,523

380,537

55.7

 

 

 

 

Economic - Financial Indicators

 

 

 

Liquidity ratio

1.3

1.4

(8.0)

General Liquidity ratio

1.1

1.2

(3.4)

EBITDA Margin (%)

16.8

19.9

(15.6)

Earnings per Share - R$ (net income/quantity of shares)

4.9

4.0

21.3

Net equity per share - R$ (net equity/quantity of shares)

50.0

47.2

5.8

Net debt to equity ratio (%)

44.2

35.1

26.2

Net margin (net income/net operating revenue) (%)

9.6

12.0

(20.0)

Return on equity (%) (1)

10.3

8.9

15.9

 

 

 

 

(1) LL (Net Income) ÷ (initial PE)

 

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2.          CORPORATE GOVERNANCE

Copel constantly seeks to improve the application of good corporate governance practices, and considers as a parameter the model proposed by the Brazilian Institute of Corporate Governance - IBGC, in accordance with its Code of Best Practice. Accordingly, the Management seeks to contribute to its continuity, with a long-term vision in the pursuit of economic, social and environmental sustainability; improve the relationship and communication with all shareholders; minimize strategic, operating and financial risks and increase the Company's value, thereby enabling our fundraising strategy.

2.1.      Governance Structure and Good Practice

The following chart shows the Company's organizational structure on 12.31.2014:

 

 

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Entity

Description

Board of Directors - CAD

Nine members, seven of which seven are considered independent members under the Sarbanes-Oxley Law, with a two-year unified mandate, and may be reelected.

Fiscal Council - FC

Members elected at a General Shareholders' Meeting, composed of five members and five alternate members, with a one-year mandate.

Audit Committee

Three members, registered with the CAD under the Sarbanes-Oxley Law, with a two-year mandate.

Internal Audit Committee

It evaluates, with an independent approach, the efficiency of the risk management processes, internal and corporate governance controls, issuing recommendations for the efficient performance and achievement of the goals of the several administrative units. It initially evaluates all manifestations received by the Confidential Communication Channel, forwarded to the Audit Council, providing an opinion on the treatment to be provided.

Executive Board

Elected by the CAD (Board of Directors), composed of five members with a three-year mandate, remuneration of the executives not linked to the achievement of financial and non-financial goals.

Ethical Guidance Council

Discusses and orients the actions carried out by Copel and evaluates the cases presented to it, providing recommendations for allowing the Company's activity to be continuously driven by morally sound principles in the development of its business, ensuring the dissemination and the effective compliance with the Code of Conduct. Eleven members, of which ten employees of the Company coordinated by a representative of civil society.

Commission of Analysis of Moral Harassment Denouncements - CADAM

Composed of seven members, of which three are elected by the employees and three are appointed by the Company; it is coordinated by a representative of civil society, and establishes rules for handling harassment complaints and to investigate their origin.

Disclosure Committee

Composed of seventeen members, representatives of all departments of the Holding company and its wholly owned subsidiaries, the Committee advises the CFO and the IRO in implementing the Disclosure Policy within the Company, as well as reviewing and approving the information to be disclosed to the market capital through any means.

Corporate Risk Committee

Advisory and permanent body for issues related to Integrated Management of Corporate Risks, the Committee consists of 11 members and has as main objectives the supervision and monitoring of the Company's risk management and advisory services provided to the Audit Committee , to ensure the sound management of resources and the protection and asset appreciation.

 

·    Ethics, Transparency and Accountability

On a daily basis, the Company seeks to ensure an ethical conduct and transparent actions by all its staff members through guidelines such as the Code of Conduct and the various channels of dialogue with its stakeholders. Set based on corporate values, corporate culture and respect for the international principles of the Sarbanes-Oxley Act, the Code of Conduct reflects the integrity of the proceedings of Copel in its relations with employees and remaining stakeholders. Each Company employee receives a printed copy of the Code of Conduct and declares to be aware of its contents.

Copel offers a Confidential Communication Channel, a resource for reporting situations related to accounting, auditing, internal controls and breach of the Code of Conduct, among others. The channel is available by calling 0800 643 5665. For customers, public authorities, the overall society and the employees, Copel has an Ombudsman, who can be reached at 0800 647 0606, e-mail ouvidoria@copel.com, or in person at Rua Professor Brasílio Ovídio da Costa, 1703 CEP: 80310-130 — Santa Quitéria - Curitiba/PR.

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The Company is open to requests for information, comments or suggestions of its stakeholders also through the Dialogue channels with Stakeholders. In addition, Copel offers its customers the Customers and Consumer Council, a channel available by e- mail or in person at Copel’s headquarters in Curitiba. The agency works on issues related to electricity supply, tariffs and adequacy of services rendered.

·    Risk Management

The Corporate Risk Management Policy of Copel covers corporate areas, its wholly owned subsidiaries and controlled companies, and establishes the composition of a Corporate Risk Management Committee, hierarchically subordinate to the Audit Committee. The adopted guidelines are based on recognized frameworks and standards such as the Committee of Sponsoring Organizations of the Treadway Commission - COSO and ISO 31000, whose goal is to maximize the economic, social and environmental values to all stakeholders and to ensure compliance with the pertinent laws and regulations .

Due to the inherent uncertainty of the risks and nature of the sector in which it operates, the Copel risk management model adopts the risk appetite parameters; it considers the possibility of occurrence and its financial, operating and image impacts; and provides tools for their treatment and mitigation. The risk management strategy adopted by the Company include legal, regulatory, environmental and reputational risks, among others. Their identification and analysis serve as a basis to the decision making process and operating activities, and is carried out based on the following profile:

·       Strategic Risks: they are associated with decisions made by the senior management, and may generate substantial losses in the Company's economic value;

·       Operating Risks: risks related to events arising from the organization's structure - through its processes, its staff or its technology environment - and to external events associated with economic, political, environmental, natural or sector aspects in which the organization operates; and

·      Financial Risks: risks related to the Company's financial operations, including market, credit and liquidity risks.

In order to keep improving its corporate risk management model, in 2014 Copel intensified the use of its risk management software ( SAP- GRC ), which is integrated into its management system, and helps control key risk indicators, aligning risk events with their potential impact and allowing decision making by risk managers at various levels of the Company.

As part of the corruption risk assessment system adopted by Copel, the operating units are submitted on annual basis to the assessment of risks related to corruption and errors that may affect the results in its financial statements.

The internal controls are tested by the Company's Internal Audit Committee aiming to assess the effectiveness regarding the mitigation of identified risks. This context includes activities that are most susceptible to fraud, best market audit practices and the auditors' experience.

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The results of these tests are reported to the Company’s senior management and, in case of non-conformities, corrective actions are required.

The Company also submits its internal processes and controls to the independent audit company, which performs new internal controls compliance tests, including fraud risks.

In addition to these procedures, the Company adopts the procedure of issuing by process managers of Internal Control Certificates, both semi-annual and annual, through which the managers confirm their awareness of the non-conformities found by the Internal Audit Committee in the processes under their management, as well as their commitment to regularize them.

·    External Audit

Under the terms established by the Securities and Exchange Commission - CVM No. 381/2003, the Company and its wholly owned subsidiaries executed a contract with KPMG for providing financial statements audit services. Since its hiring, KPMG only provided independent auditing services. The Company opts for not hiring other advisory services that interfere with the independence of external audit works.

·    Shareholders and Investors Relations

At the end of 2014, Copel had 25,015 shareholders, corresponding to R$6,910.0 million, represented by 273,655,000 shares with no par value.

Distribution of dividends and interest on own capital

In conformity with Law 9,249/1995, Copel adopts as policy the distribution of interest on capital in lieu of dividends, either wholly or in part.  On a statutory basis, the amount of dividends distributed is at least 25% of adjusted net income, in accordance with Article 202 and its paragraphs of Law 6,404/1976.

Since 2013, the payout practiced by Copel is 50 % of the Adjusted Net Income for the fiscal year.

Tag Along

Copel guarantees tag along rights to its minority common shares, ensuring the holders of those shares the minimum price of 80 % of the amount paid for the shares in the controlling block.

Shareholders' Agreement

The shareholders' agreement signed between the State of Paraná and BNDES Participações SA – BNDESPAR is in force, where one of the goals is to ensure to BNDESPAR the right to appoint two members to the Board of Directors of Copel, and be previously notified on corporate matters submitted to the assessment of the Board of Directors and General Shareholders' Meetings.

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Markets where Copel’s shares are traded

Copel went public on the stock market in April 1994 on the São Paulo Stock Exchange - BM & FBovespa and in July 1997 it became the first company in the Brazilian electric sector listed on the New York Stock Exchange - NYSE.  Since June 2002 its brand also entered the European Economic Community, through its entry in the Latibex - the Latin American arm of the Madrid Stock Exchange. Starting on May 7 2008, Copel shares officially became part of Level 1 Corporate Governance of the São Paulo Stock Exchange.

Dialogue with Shareholders, Investors and Capital Market Professionals

Copel maintains an effective channel of communication with its shareholders and investors through the investor and shareholders relations and custody departments via email (ri@copel.com and acionistas@copel.com ), its call center (0800 41 2772), its website ( www.copel.com/ri ) and releases and reports that are available to professionals in the capital market and shareholders, via email and on the Company's website.

2.2. Sustainability and Corporate Citizenship Policy

The Sustainability and Corporate Citizenship Policy established in 2006 sets the sustainability and corporate citizenship guidelines driving the Company's decisions and actions. The policy is based on the mission and corporate values in the United Nations’ Global Compact principles and the Millennium Development Goals, and is complementary to Copel’s Code of Conduct. It is worth noting that the policy undergoes constant revisions and improvements.

The full text of the Sustainability and Corporate Citizenship Policy of Copel is available on the Company's website: www.copel.com.

2.3.      Strategic References

Vision: Simply the best of the decade.

Mission: Provide energy and solutions for development with sustainability.

Principles and values:

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Ethics

Result of a collective agreement which sets forth individual conducts in line with a common goal.

Respect for people

Consideration for others.

Dedication

Ability to engage in an intense way and complete the work, contributing to the achievement of organizational goals .

Transparency

Provision of the Company's decisions and actions accounts to inform their positive or negative aspects to all interested parties.

Safety

Healthy work environment in which employees and managers collaborate to use a continuous improvement process of protecting and promoting the health, safety and welfare of all.

Responsibility

Conducting the Company's everyday activities in a sustainable manner, respecting the rights of all stakeholders, including future generations, and the commitment to support all forms of life.

Innovation

Application of ideas in processes, products or services in order to improve something that already exists or build something different and better .

 

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3.          OPERATING PERFORMANCE

3.1.      Macroeconomic Analysis

The international economic environment in 2014 was marked by the recovery of the U.S. economy, which expanded by 2.4% compared to 2013. Within this framework of greater prosperity, the Eurozone ended the year on a low-growth and inflation scenario; Japan underwent a technical downturn and China, considered the engine of global strength, was hit by a slowdown in the real estate sector, a decline in domestic demand and reduction of industrial production, factors that determine the growth of 7.4 % of the Gross Domestic Product - GDP, the lowest level in 24 years. In a context of increasing risks, projections point out that in 2015 the United States will grow 3.6%, driven by technological innovation and external trade with Canada, Mexico and China; the eurozone, with signs of fragility spread through the group’s countries, will record a dismal growth (1.2%) considering an optimistic scenario, and China, which will move into the services segment, will grow 6.8%.

Internally, with lower results in 2014 compared to its peers, Brazil posted a GDP variation estimated at - 0.15%, an inflation rate close to the ceiling of the target range (6.41%), a trade deficit of U$ 3.9 billion and a rising public debt (primary deficit equivalent to 0.6 % of GDP), in a year marked by the fall in commodity prices, the crisis in Argentina, one of its main trading partners, the unfolding of the Lava-Jato Operation and increase in the Selic rate, which ultimately should help mitigate the effects of the adjustment to be promoted in the U.S. yield curve. For 2015, a 0.7 % downturn and 7.8% inflation are forecast, pressured by the prices. The economy’s reaction to fiscal and monetary measures to be taken throughout the year will be critical to recover Brazil’s attractiveness for foreign investors.

In Paraná, preliminary data from the Paraná Institute for Economic and Social Development - Ipardes indicates that the State’s GDP in 2014 rose 0.8 % and in 2015 will grow 1.0%. After three consecutive years of higher growth, the dynamism drivers of the local production base were affected by adverse elements that have been present in the Brazilian economy since 2011.

3.2.      Sector Analysis

·        Regulatory Environment

The impact of possible power shortages and the subsequent rationing, similar to 2001 and 2002, may have a relevant adverse effect on our business and operating results.

We rely upon Brazil’s hydrological conditions and the geographic region in which we operate. According to Aneel data, approximately 63.0 % of Brazil's current installed capacity comes from hydroelectric plants. Our region, and Brazil on an overall basis are subject to unpredictable hydrological conditions due to non- cyclical deviations from average rainfall. We are currently experiencing a low rainfall period. The most recent period of low rainfall occurred before 2001, when the Brazilian government created the Rationing Program to reduce electricity consumption, which was in effect from June 1 2001 to February 28 2002.

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In the generation segment, the unfavorable hydrological conditions may result in the downgrade of the Physical Guarantee (Generation Scaling Factor - GSF). When hydroelectric generation is lower than the physical guarantee of the National Interconnected System – SIN plants, we are required to proportionally share the deficit among the participants of the Energy Reallocation Mechanism - MRE, which may result in exposure to short energy market term and Market Clearing Price - MCP.

In addition, unfavorable hydrological conditions can also result in lower electricity supply to the Brazilian market, and cause, among other things, the implementation of comprehensive electricity conservation programs (rationalization), including compulsory consumption reductions (rationing).

We cannot guarantee that severe or sustained periods of below-average rainfall, as the one we currently experience, will not adversely affect our future financial results.

In addition, if there was a natural gas shortage, this would increase the overall energy demand in the market, and therefore increase the risk of a rationing program.

·        Extension of Concessions

In 2012, Provisional Measure No. 579/2012, converted into Law No. 12.783/2013, providing, among others, on the treatment to be provided to generation, transmission and distribution concessions foreseen by Articles 17, 19 and 22 of Law 9.074/1995, with maturities between 2015 and 2017, which had already undergone a single renewal.

According to the legislation, this list of projects should be bid after the end of the concession period. To meet the interests of the Granting Power, chiefly related to the principle of Tariff Affordability, a new regulation was defined, which allows for an extension of the concessions, provided that the concession holder accepts to anticipate by 60 months the end of its concession and waive the rights foreseen on that contract.

It should be noted that the application of these instruments also included generation projects that still had the right to an extension and had already Concession Extension Application processes in progress with the Brazilian Electricity Regulatory Agency – Aneel, and had processes completed with that Agency with indication of extension to the Ministry of Mining and Energy. One example is the case of Rio dos Patos HPP started on January 27 2011.

Generation Concesssion

For the generation concessions, an extension of up to 30 years was established. The extension was granted to the concession holder, and its membership depended, in addition to early acceptance of the original granting term, the express acceptance of the following conditions: i) remuneration for tariff calculated by Aneel for each power plant; ii) allocation of energy and power physical guarantee quotas of the hydroelectric plant to concessionaires and permission holders of the public electric power distribution of the Brazilian National Interconnected System – SIN, to be defined by the regulatory agency, according to the granting power’s regulation; iii ) submission to service quality standards set by Aneel.

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It is worth highlighting that this new condition alters the Public Electricity Concession Generation Service regime for the position of concession holder whose generation is carried out as a priority public utility function. In this new condition, the concession holder will be limited to only perform operating and maintenance functions, since the exploration returned to the Granting Power.

Thus, the proposed tariff is intended to cover essentially the costs of fees, taxes, routine operation and maintenance, and does not cover, however, investments arising from contingencies, modernizations , upgrades and structural reforms and equipment, which may jeopardize maintenance, quality and continuity of service by hydroelectric plants. By their nature, these investments are often very costly.

Application will become effective upon recognition by Aneel, its authorization and subsequent guarantee of reimbursement guarantee in a realistic term (see the rules applied to reimbursement of investments made with the same characteristics as investments in transmission - REN No. 443/2011).

This aspect also depends on regulation by Aneel and this legal loophole leads to regulatory uncertainty for the players and may impact the investment decisions.

After becoming aware of the conditions for renewal, Copel Geração e Transmissão carried out the possible analyses. In light of insufficient information provided by the Granting Authority and according to the evaluations, it concluded the unfeasibility of the renewal of generation concessions of its four plants with termination date between 2014 and 2015: Rio dos Patos with 1.8 MW of installed capacity, Usina Governador Pedro Viriato Parigot de Souza with 260.0 MW, Mourao with 8.2 MW and Chopim I with 1.8 MW.

Transmission Concessions

For the transmission concessions, an extension of up to 30 years had been established. The extension was made ​​available to the concession holder, and its adhesion depended, besides the anticipation of acceptance of the original concession term, on the express acceptance of the following conditions: i) fixed income according to criteria established by Aneel; and ii) compliance with the service quality standards set by Aneel.

The conditions for investments arising from contingencies, modernizations, upgrades and reforms of structures and equipments that will become effective were maintained, upon recognition and authorization of Aneel. The refund guarantee is given in conformity with REN No. 443/2011, and should not lead to financial losses to the concessionaire.

After becoming aware of the renewal conditions, Copel Geração e Transmissão carried out analyses and evaluations, and opted for the renewal of the transmission agreement. Thus, it contributes to tariffs reduction and the low tariffs.

Distribution Concession

According to the Law, distribution concessions may be extended for up to 30 years. The extension is provided to the concession holder, and its adhesion depends on the express acceptance of these conditions: fixed income according to criteria established by Aneel; level of investment to be made; and compliance with the service quality standards set by Aneel.

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The application for renewal of the distribution concessions of Copel Distribuição was filed with Aneel on May 31 2012, and ratified under Law No. 12,783/2013. At the moment, the decision is pending approval by the Granting Authority. If the conditions set out by the Granting Authority guarantee the company's profitability levels, the Company will sign the concession agreement or amendment, for a maximum period of 30 years. Despite the context of uncertainty within the regulatory scenario, the Company relies on the possibility of extension of this concession agreement, although it does not have sufficient information to ensure the extension of the distribution concession agreement on favorable terms.

On October 12 2014 the fourth contractual amendment was signed, establishing the conditions for possible reversal of the assets and related facilities, ensuring full compensation for expropriated assets and all remaining assets or liabilities arising out of any deficiency or reimbursement for the tariff.

Bid

Energy generation, transmission and distribution concessions that were not extended under this regulation  will be bid for in the auction or competition mode, for up to thirty years.

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·    Energy Flow (in % and GW/hour)

  

3.3.      Business Segments

3.3.1.  Generation and Transmission

3.3.1.1.  Generation

Copel Geração e Transmissão owns and operates 20 proprietary power plants, 18 hydroelectric plants, one one thermal plant and one wind plant, with total installed capacity of 4754.6 MW and Physcal Guarantee of 2068.1 MW. The Company remains responsible for providing the operation and maintenance services of the Rio dos Patos Plant, whose concession ended on February 14 2014. During this period, it will receive a preset tariff for provision of the service under the Ministry of Mining and Energy – MME Ordinance No. 170/2014.

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In 2014, the assets of Copel Geração e Transmissão generated 24,604.9 GWh, 99.7% of which from hydroelectric and wind power.

Copel Geração e Transmissão also holds a concession to build and operate the following plants:

Colíder Hydroelectric Plant

Under construction in the Teles Pires River in northern Mato Grosso, with installed capacity of 300 MW, the plant had 80.0% of his works completed by the end of 2014. As a result of government actions and acts of God and force majeure evens, most occurred during the project’s implementation, commercial generation of HPP Colíder should start in April 2016. Copel Geração e Transmissão filed a request with Aneel for exclusion of liability for the postponement of the operational startup.

Baixo Iguaçu Hydroelectric Plant

With 30.0 % interest in the project and installed capacity of 350 MW, the Baixo Iguaçu HPP will be built on the Iguaçu River, between the cities of Capanema and Capitão Leônidas Marques, in southwestern of Paraná .

The works began in July 2013, but were interrupted in 2014 due to the suspension of the Installation License of the project by the Federal Regional Court of the 4th Region, a situation that remains unsolved.

São Jerônimo Hydroelectric Plant

With installed capacity of 331 MW in the Tibagi River in Paraná, São Jerônimo Hydroelectric Plant will be implemented by the São Jerônimo Consortium, in which Copel holds a 41.2 % interest. The operational startup requires authorization of the National Congress, pursuant to Article 231, paragraph 3 of the Federal Constitution, as the plant's reservoir reaches Indian areas.

3.3.1.2.  Transmission

The segment has the primary responsibility of providing transport and transformation of electricity services, and construction, operation and maintenance of substations and lines for energy transmission. Copel Geração e Transmissão owns and operates 2173.5 kilometers of transmission lines and 33 substations of the basic network, with processing power of 12,352 MVA.

·    Works authorized by Aneel

In 2014 the expansion works of Guaíra, Maringá and Uberaba substations were completed. The SE Uberaba substation, located in Curitiba, was part of the reinforcement plan for service to the host cities for the World Cup. Also in the list of works prioritized by the MME to the World Cup, we can highlight the 26.5-km transmission line connecting the Uberaba and Umbará substations, which began operations in June 2014. Together, these projects should yield annual revenues of approximately R$6.0 million.

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In October 2014, Aneel issued the Authorizing Resolution No. 4890/2014 to Copel Geração e Transmissão, ordering investments and expansions in Bateias and Guaira substations, with the installation of new capacitor banks, plus the installation of a 230 kV 132 km long transmission line, which will connect the Ponta Grossa Norte and Figueira substations, with sectioning to the new Klacel (Klabin Celulose, in Ortigueira in Paraná) substation. This project should receive R$88.0 million in investments and provide Copel with annual revenues of approximately R$12.3 million when it starts operating in 2016.

·    Large works and new concessions

In July 2014, the Cerquilho III Substation, located in São Paulo, started to operate, with 300 MVA of transformation capacity. The work was a milestone for the Company in providing service outside the Paraná borders and will provide to Copel an annual revenue increase of approximately R$4.2 million.

Also in São Paulo, the works of SE 230 kV Paraguaçu Paulista II and 500 kV Araraquara II - Taubaté and LT Paraguaçu Paulista II – Assis projects continued.

In Paraná, the LT 230 kV Londrina - Figueira and LT 230 kV Foz do Chopim - Salto Osório works began.

In January 2014, the Concession Agreement No. 005/2014 won by Copel Geração e Transmissão in an Aneel auction was signed, comprising the SE Curitiba Norte, to be built in the metropolitan region of Curitiba and will operate at 230 kV, and a 33.0 km transmission line that will connect it to the existing SE Bateias. These projects should receive R$59.0 million in investments and provide to Copel annual revenues of approximately R$7.0 million when it comes on stream - scheduled for 2016.

In September 2014, the concession agreements No. 021/2014 and 022/2014 won by were signed by auctioned by Copel Geração e Transmissão were signed, covering the following projects:

·                     SE Realeza Sul, which will be built in the southwestern region of Paraná and will operate at 230 kV, and a 53.0 km transmission line that will connect it to the existing SE Foz do Chopim. This undertaking should receive R $ 48.0 million in investments and provide the Company with annual revenue of approximately R$5.8 million when it comes on stream - scheduled for 2017.

·         A 500 kV 120.0 km transmission line that will connect the SE Londrina in Paraná and Assis in São Paulo. This undertaking should receive R$128.0 million in investments and provide Copel with annual revenues of approximately R$15.0 million when it comes on stream - scheduled for 2017.

With the recent achievements of Copel Copel Geração e Transmissão in Aneel auctions, the configuration of the large works for the coming years is as follows.

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Description

State

Company

Km

MVA

TL Araraquara II — Taubaté

São Paulo

Copel Geração e Transmissão S.A.

356 km

-

TL Londrina — Figueira
LT Foz do Chopim — Salto Osório

Paraná

Copel Geração e Transmissão S.A.

88 km
10 km

-

TL Assis — Paraguaçu Paulista II
SE Paraguaçu Paulista II

São Paulo

Copel Geração e Transmissão S.A.

37 km

150 MVA

TL Bateias — Curitiba Norte
SE Curitiba Norte 230/138 kV

Paraná

Copel Geração e Transmissão S.A.

33 km

300 MVA

TL Foz do Chopim - Realeza Sul SE Realeza Sul

Paraná

Copel Geração e Transmissão S.A.

53 km

150 MVA

TL Assis - Londrina

Paraná

São Paulo

Copel Geração e Transmissão S.A.

120 km

-

 

·    Special Purpose Entities - SPEs

In the transmission segment, Copel also has ten Special Purpose Entities:

 

Description

State

Joint Venture

Km

MVA

TL Umuarama — Cascavel Oeste
SE Umuarama

Paraná

Costa Oeste Transmissora de Energia S.A.

143 km

300 MVA

SE Camaquã III
TL Salto Santiago — Itá
TL Itá — Nova Santa Rita
TL Nova Santa Rita — Camaquã III
TL Camaquã III — Quinta

Paraná

Santa Catarina

Rio Grande do Sul

Transmissora Sul Brasileira de Energia S.A.

190 km
305 km
140 km
163 km

166 MVA

TL Umuarama — Guaíra
TL Cascavel Oeste — Cascavel Norte
SE Santa Quitéria
SE Cascavel Norte

Paraná

Caiuá Transmissora de Energia S.A.

105 km
31 km

400 MVA
300 MVA

TL Curitiba — Curitiba Leste
SE Curitiba Leste

Paraná

Marumbi Transmissora de Energia S.A.

28 km

672 MVA

TL Ribeirãozinho — Rio Verde Norte
TL Rio Verde Norte — Marimbondo II

Mato Grosso

Goiás

Minas Gerais

Guaraciaba Transmissora de Energia (TP Sul) S.A.

250 km
350 km

-

TL 500 kV Itatiba — Bateias
TL 500 kV Araraquara 2 — Itatiba
TL 500 kV Araraquara 2 — Fernão Dias
SE Santa Bárbara D´Oeste
SE Itatiba
SE Fernão Dias

Paraná

São Paulo

Mata de Santa Genebra Transmissão S.A.

399 km
207 km
241 km

3600 MVA

TL Barreiras II — Rio das Éguas
TL Rio das Éguas — Luziânia
TL Luziânia — Pirapora II

Bahia

Goiás

Minas Gerais

Paranaíba Transmissora de Energia S.A.

244 km
373 km
350 km

-

TL Paranaíta — Cláudia
TL Cláudia — Paranatinga
TL Paranatinga — Ribeirãozinho
SE Paranaíta
SE Cláudia
SE Paranatinga

Mato Grosso

Matrinchã Transmissora de Energia
(TP Norte) S.A.

300 km
350 km
355 km

-

TL Estreito - Fernão Dias

Minas Gerais

São Paulo

Cantareira Transmissora de Energia S.A.

328 km

-

TL Açailândia — Miranda II

Maranhão

Integração Maranhense Transmissora de Energia S.A.

365 km

-

 

 

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·    Transmission Revenues

Through Ratification Resolution No. 1,756/2014, Aneel established the Annual Permited Revenue - APR for the July/2014 to June/2015 cycle for the provision of transmission facilities of the basic network and other transmission facilities.

Copel Geração e Transmissão holds eleven transmission concession agreements, five of which in commercial operation and entitled to receive income, and six under construction. The revenue readjustments were made as set forth in each agreement.

The Concession Agreement nº 060/2001, which comprises the transmission facilities of the existing system and the expansions authorized by Aneel, and the Concession Agreement nº 027/2009 , of LT Cascavel Oeste — Foz do Iguaçu were adjusted by the Consumer Price Index - IPCA, whose variation was 6.4% .

The Concession Agreement No. 015/2010 - SE Cerquilho III, started its commercial operation in June 2014 with an updated APR of R $ 4.2 million.

The Concession Agreement nº 006/2008, regarding the Bateias – Pilarzinho Transmission Line and the Concession Agreement nº 075/2001, regarding the Bateias – Jaguariaíva Transmission Line were adjusted according to the Market General Price Index - IGP -M accumulated in the period, of 7.8% .

3.3.1.3.  Distribution

In the energy distribution sector, Copel Distribuição’s main activities are provide, operate and maintain the infrastructure and provide related services. These activities aim to serve more than 4.3 million energy customers in 1,113 locations in 394 municipalities in Paraná one in Santa Catarina, Porto União. In addition to operating and maintaining facilities in voltage levels up to 34.5 kV, Copel Distribuição also operates in facilities with voltage levels of 69 and 138 kV.

In 2014, new substations and high voltage lines were connected to reinforce the electrical distribution system, improving quality and increasing energy availability to consumers. The new substations whose works were conclude are:

 

Substation

Amount / MVA

Location

SE Morretes 138 kV

41.67 MVA

Morretes

SE Capanema 69 kV

41.67 MVA

Curitiba

SE Chopinzinho138 kV

41.67 MVA

Chopinzinho

 

New high tension lines in 69 kV and 138 kV have been completed:

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Line

Tension

Km

Santa Terezinha - Paranavaí

138 kV

51.7 km

Rosana - Paranavaí

138 kV

73.9 km

Ibiporã - Igapó

138 kV

13.8 km

Ibiporã - Palermo

138 kV

6.8 km

Astorga - Jaguapitã

138 kV

18.0 km

Santo Antonio da Platina - Siqueira Campos

138 kV

53.0 km

Londrina - Palermo

138 kV

22.0 km

Pato Branco - Chopinzinho

138 kV

45.0 km

Parolin - Xaxim

138 kV

4.0 km

Santa Quitéria - Parolin

138 kV

3.0 km

Santa Quitéria - Batel 2

138 kV

2.0 km

Santa Quitéria - Novo Mundo

138 kV

0.8 km

Pilarzinho - Bom Retiro

138 kV

6.8 km

Jardim Bandeirantes 2 - Igapó

138 kV

9.3 km

Distr. Ind. São José dos Pinhais - Guatupê

69 kV

6.8 km

Distr. Ind. São José dos Pinhais - Piraquara

69 kV

14.2 km

Bateias - Almirante Tamandaré/Rio Branco do Sul (1ª fase)

138 kV

27.0 km

Bateias - Rio Branco do Sul (2ª fase)

138 kV

13.0 km

Rio Branco do Sul - Tunas

138 kV

38.0 km

Guatupê - Pinhais

138 kV

9.0 km

Morretes - Secc (Gov. Parigot de Souza -Posto Fiscal)

138 kV

56.7 km

Tarumã - Secc (Uberaba - Atuba)

138 kV

0.3 km

Campo Comprido - Campina do Siqueira

138 kV

6.7 km

Santa Quitéria - Batel 1

138 kV

0.1 km

Santa Quitéria - Campina do Siqueira

138 kV

0.5 km

Umuarama -Umuarama Sul 1

138 kV

1.8 km

Umuarama -Umuarama Sul 2

138 kV

1.9 km

Umuarma - Tamoio

138 kV

9.7 km

Santa Terezinha - Cianorte

138 kV

32.2 km

Santos Dumont - Cianorte

138 kV

44.8 km

Cascavel Norte - Secc (Pinheiros - Assis Chateaubriand)

138 kV

0.7 km

Rio Azul - Sepac

138 kV

2.1 km

 

Altogether, in 2014 these projects added approximately 166.7 MVA to the distribution system, and 575.6 km of 69 or 138 kV new transmission lines.

·    Distribution Lines

The following table shows the length of Copel Distribuição’s distribution lines.

 

Distribution Lines

Km

13.8 kV

101,688.7

34.5 kV

82,232.5

69 kV

727.2

138 kV

5,153.5

230 kV

123.5

Total

189,925.4

 

·    Substations

The following table shows the length of Copel Distribuição’s distribution lines:

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Tension

Automated Substations

MVA

34.5 kV

230

1,545.0

69 kV

35

2,412.5

88 kV

-

5.0

138 kV

96

6,730.2

Total

361

10,692.7

 

·    Supply Quality

The result of DEC, FEC indicators and of the leadtime is shown on the table below:

 

Jan/Dec

DEC (hours) (1)

FEC (outages)

Lead time (hours)

2012

10.25

7.84

1:51

2013

11.62

8.06

2:08

2014

14.01

9.08

1:49

(1) DEC measured in hours and hundredths of an hour.

 

 

 

·    Market energy

The following table shows the behavior of the captive open market for consumer class:

 

Captive Market - Copel Distribuição

 

Number of customers

Energy sold (GWh)

 

Dec/14

Dec/13

%

2014

2013

%

Residential

3,437,030

3,320,098

3.5

7,267

6,888

5.5

Industrial

91,068

93,491

(2.6)

6,838

6,605

3.5

Commercial

369,205

338,502

9.1

5,470

5,074

7.8

Rural

372,464

372,835

(0.1)

2,252

2,081

8.2

Other

57,203

56,567

1.1

2,381

2,278

4.5

Captive Market

4,326,970

4,181,493

3.5

24,208

22,926

5.6

 

·    Grid Market (TUSD)

Energy Grid Market - Copel Distribuição

 

Number of customers/contracts

Energy distributed (GWh)

 

Dec/14

Dec/13

%

2014

2013

%

Captive Market

4,326,970

4,181,493

3.5

24,208

22,926

5.6

Concessionaires and Licensees

4

4

-

699

620

12.7

Free Customers (1)

132

128

3.1

4,521

4,485

0.8

Grid Market

4,327,106

4,181,625

3.5

29,428

28,031

5.0

(1) Total number of free customers served by Copel Geração e Transmissão and other suppliers within the concession area of Copel Distribuição.

 

 

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·    Tariffs

In June 2014, with Resolution No. 1,740/2014, Aneel approved the result of the annual tariff readjustment of Copel Distribuição by 30.78% and 24.78% relative to the economic readjustment and 6.00% relative to the pertinent financial components, which would represent an average effect for consumers of 35.05%.

In June 2014, through Order No. 2037/2014, a suspensive effect to the appeal filed by Copel Distribuição under Resolution No. 1,740/2014 was granted to suspend its effects. In July 2014, Copel Distribuição requested partial deferral of that adjustment, and was authorized by Aneel and approved through Resolution No. 1,763/2014, with deferrement of the amount of R$622.4 million. This value is added to the R$275.9 million (June 2014 price) already deferred in the 2013 adjustment, resulting in an amount of R$898.3 million to be considered as a financial component in the Company’s next tariff adjustments, thereby reducing the average effect perceived by consumers to be from 35.05 % to 24.86%.

·    Extraordinary Tariff Review

In 2015 Aneel deliberated on the Extraordinary Tariff of energy distribution companies.

The average tariff readjustment of Copel Distribuição approved by Aneel was 36.79% as of February 3 2015. Of this total, 22.14% refer to the Energy Development Account - CDE, and 14.65% refer to the repositioning of the energy acquisition costs.

The Extraordinary Tariff Review occurs because of various events that significantly affected the utilities costs, which were not foreseen in the 2014 tariff adjustment, with an emphasis on the increased CDE quota, the energy purchase costs due to the adjustment of the Itaipu rate (46.14 %) and high prices in recent auctions.

3.3.2.     Telecommunications

Copel Telecomunicações provides overall telecommunication and communication services, conducting studies and projects focused on meeting the Company's needs and the market in general. The exploration of such services lasts for an indefinite period, without exclusivity in national level

In 2014, it totaled 15,817 km of optical cables of urban access, significantly increasing the reach of the optical network of Copel Telecommunicações. All 399 municipalities in Paraná, two in Santa Catarina, one in Mato Grosso and four in São Paulo are served through 9,608 kilometers of long distance optical cables. Through this network, the Company provides speed and reliability to 22,574 customers with telecommunications services and leading edge optical fiber technologies.

 

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3.3.3.  Interest

Copel has ownership interest and association with companies, consortia and other institutions operating in various sectors. In the energy area, the Company holds stakes in several ventures, as follows:

Generation Sector:

Joint Venture

Total Installed Energy (MW)

Interest held by Copel

Dona Francisca Energética S.A.

125.0

Copel - 23.0%

Foz do Chopim Energética Ltda.

29.1

Copel - 35.8%

Dois Saltos Empreend. de Geração Energia Elétrica Ltda.

25.0

Copel - 30.0%

UEG Araucária Ltda.

484.1

Copel - 20.0% / Copel GeT - 60.0%

Elejor - Centrais Elétricas do Rio Jordão S.A.

245.9

Copel - 70.0%

Consórcio Energético Cruzeiro do Sul

361.0

Copel GeT - 51.0%

Investco S.A. (UHE Lajeado) (1)

902.5

Copel - 0.8%

Consórcio Empreendedor Baixo Iguaçu

350.2

Copel GeT - 30%

Consórcio Tapajós

-

Copel GeT - 11.1%

Consórcio São Jerônimo

331.0

Copel GeT - 41.2%

Voltália São Miguel do Gostoso I Participações S.A.

108.0

Copel - 49.0%

 

 

 

(1) The assets of UHE Lajeado are leased to the remaining concessionaires in ideal fractions of the existing assets.

 

Transmission Sector:

Joint Venture

Interest held by Copel

Costa Oeste Transmissora de Energia S.A.

Copel GeT - 51%

Caiuá Transmissora de Energia S.A.

Copel GeT - 49%

Guaraciaba Transmissora de Energia (TP Sul) S.A.

Copel GeT - 49%

Integração Maranhense Transmissora de Energia S.A.

Copel GeT - 49%

Marumbi Transmissora de Energia S.A.

Copel GeT - 80%

Matrinchã Transmissora de Energia (TP Norte) S.A.

Copel GeT - 49%

Paranaíba Transmissora de Energia S.A.

Copel GeT - 24.5%

Transmissora Sul Brasileira de Energia S.A.

Copel GeT - 20%

Mata de Santa Genebra Transmissão S.A.

Copel GeT - 50.1%

Cantareira Transmissora de Energia S.A.

Copel GeT - 49%

 

Other sectors:

Sector

Company

Interest held by Copel

Gas

Companhia Paranaense de Gás - Compagás

51.0%

Telecommunications

Sercomtel S.A. Telecomunicações

45.0%

Water & Sewerage

Dominó Holdings S.A.

49.0%

Water & Sewerage

Sanepar

7.6%

Services

Escoelectric Ltda.

40.0%

Services

Copel Amec S/C Ltda. under liquidation

48.0%

Coal Exploration

Carbocampel S.A.

49.0%

 

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3.3.4.  Renewable Energy

To meet important strategic and sustainability guidelines established for the generation business, in 2013 Copel Renováveis was established – with the main purpose to increase its participation in renewable alternative energy sources in the energy mix on a profitable and sustainable basis.

A total of 28 new parks, which together will add 662.4 MW of installed capacity in wind power by the end of 2017, all in Rio Grande do Norte, are under construction. The start of the commercial operation of some of these parks is scheduled for 2015, namely:

 

Wind Farm Complex

Company

Installed Capacity (MW)

Brisa Potiguar

Nova Eurus IV

27.0

Nova Asa Branca I

27.0

Nova Asa Branca II

27.0

Nova Asa Branca III

27.0

Santa Maria

29.7

Santa Helena

29.7

Ventos de Santo Uriel

16.2

São Bento

Boa Vista

14.0

Olho d'Água

30.0

São Bento do Norte

30.0

Farol

20.0

Voltália (1)

Carnaúbas

27.0

Reduto

27.0

Santo Cristo

27.0

São João

27.0

Cutia

Dreen Cutia

25.2

Dreen Guajiru

21.6

Esperança do Nordeste

30.0

GE Jangada

30.0

GE Maria Helena

30.0

Paraíso dos Ventos do Nordeste

30.0

Potiguar

28.8

São Bento do Norte I

24.2

São Bento do Norte II

24.2

São Bento do Norte III

22.0

São Miguel I

22.0

São Miguel II

22.0

São Miguel III

22.0

 

 

 

(1) The total interest held by Copel in the project is 49%.

 

 

 

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3.3.5.  Research & Development - R&D

In compliance with Law No. 9,991/2000, which provides for investments in research and development by the concessionaires, permission holders and licensees in the energy sector, Copel invested in projects in the sectors below:

Generation and Transmission

It invested approximately R$8.3 million in the execution of its R&D generation and transmission program, consisting of 26 projects, of which in 12 the Company participated in a cooperative way with other companies. Of these, three are strategic, whose themes were established by Aneel through Project Calls.

Distribution

In 2014, 10 R&D projects were hired, 9 projects are underway and 43 are in the hiring preparation phase, as strategic cooperate – Energy Sector Analytical Intelligence System - Siase in which Copel participates as cooperate with other power companies. Approximately R$8.4 million were applied to R&D projects.

 

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4.          ECONOMIC – FINANCIAL PERFORMANCE

4.1.      Operating Revenues

1)     In 2014, Operating Revenues increased by R$4,738.3 million, up by 51.6% over 2013. This variation is mainly due to:

2)     Increase of R$1.0265 billion in the Eletricity sales to final customers, mainly due to:

·   tariff readjustment in June 2014; and

·   increase of 5.6% in the captive market;

3)      Increase of R$2,438.5 million in Eletricity sales to distributors, mainly due to:

·   PLD variation; and

·   Revenue from the sale of energy produced by UEG Araucária;

4)     R$208.5 million increase in the Use of the main distribuition and transmission grid, due to the tariff increase since June 2014

5)     Increase of R$202.9 million in the Construction Revenue. The Company records revenues from construction services or infrastructure improvement to provide energy and gas distribution and transmission, which totaled R$1,279.0 million in 2014 and R$1,076.1 million in 2013. Related expenses are recognized in the income statement for the period as construction cost, whenever incurred;

6)     Increase of R$24.1 million in Telecommunications Revenues, mainly due to growth in the number of customers, from 8,270 in 2013 to 22,574 in 2014, and increase in the number of circuits from 27,957 in 2013 to 47,279 in 2014, especially in the retail market with the BEL fiber product;

7)     Increase of R$22.7 million in the Piped Gas Distribution Revenue, due to increased gas distribution volume in 2014 compared to 2013, explained by the adjustment of contracts and market variations

8)     Recognition of R $ 1,033.9 million in the Result of sectorial financial assets and liabilities, according to OCPC No. 08/2014 and Resolution No. 732/2014 CMV, through the signing on October 12 2014 of the 4th Amendment to the Concession Agreement No. 046/99.

4.2.      Operating Costs and Expenses

Operating costs and expenses rose by R$4,300.9 million in 2014, an increase of 53.3%, mainly driven by:

1)     Increase of R$1,761.4 million in the Energy Purchased for Resale, mainly due to higher energy value acquired from CCEE and CCEAR and the higher PLD value, offset by the receipt of funds from CDE, for reimbursement of energy costs;

2)     Decrease of R$22.5 million in Charges for the use of the main transmission grid chiefly due to the booking of the effects of System Service Charges - ESS and refunds to Reserve Power users of financial surplus amounts of the Reserve Energy Account - Coner, pursuant to Aneel Decree No. 4,786/2014 and Aneel Resolution No. 613/2014.

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3)     Increase of R$1,174.2 million in Natural Gas due to higher gas purchase for UEG Araucária;

4)     Decrease of R$43.5 million in Staff and Officers, arising mainly from the headcount reduction; and

5)     Increase of R$1,004.2 million in Provisions and Reversals mainly due to recognition of the loss for reduction of the recoverable value for the assets in the generation segment of R$807.3 million.

4.3.      EBITDA

 

Consolidated

 

 

2013

In R$ thousands

 

2014

Net income attributable to the controlling shareholders

 

1,205,950

1,072,560

Net income attributable to the non-controlling shareholders

 

129,665

28,875

Deferred IRPJ and CSLL

 

(225,853)

(149,451)

Provision for IRPJ and CSLL

 

747,869

554,520

Net financial expenses (income)

 

(147,717)

(280,311)

Ebit

 

1,709,914

1,226,193

Depreciation and Amortization

 

629,943

603,203

Ebitda

 

2,339,857

1,829,396

Net Operating Revenue - ROL

 

13,918,517

9,180,214

Ebitda Margin% (Ebitda ÷ ROL)

 

16.8%

19.9%

 

4.4.      Financial results

The financial result went down by R$132.6 million due to:

1)     increase of 6.5% in financial revenues due to the higher volume of energy delay fines in energy bills and in financial investment income; and

2)     increase of 47.0% in financial expenses mainly due to the value of debt charges arising from funding in the period.

4.5.      Debt

Variations in the short and long term debt referring to loans, financing and debentures are primarily due to the entry of the following funds:

 

Funding - 2014 (In R$ million)

Financier

Amount

BNDES PCH Cavernoso/Construction works for the 2014 World Cup

BNDES

104.9

Banco do Brasil CCB 330.600.773

Banco do Brasil

116.7

Debentures 5th Issuing (Copel Holding)

Debenture holders

1,000.0

 

30

 


 
 

 

Payments in the year totaled R$752.3 million, of which R$326.4 million of principal and R$425.9 million of charges.

The table below shows the breakdown of short term and long term loans, financing and debentures:

 

Balance (In R$ millions)

2014

2013

Short term

1,299.1

1,014.6

Long term

4,755.3

3,517.2

Total

5,345.7

4,531.8

 

4.6.      Net Income

In 2014, net income attributable to parent company's shareholders was R $ 1,206.0 million, 12.4% higher than that obtained in the previous year, of R $ 1.0726 billion.

Distribution of dividends and interest on equity

               

 

 

 

 

 

   

 

 

 

 

 

(in R$ thousands)

2014

2013

2012

Total

2nd Installment

1st Installment

Total

2nd Installment

1st Installment

Approval at EGM

23/04/15

23/04/15

 

24/04/14

24/04/14

 

25/04/13

Approval at BDM

18/03/15

18/03/15

24/10/14

12/03/14

12/03/14

13/11/13

19/03/13

Payment Date

defining

defining

21/11/14

28/05/14

28/05/14

16/12/13

23/05/13

Adjusted Net Income

1,245,047

483,507

761,539

1,121,075

470,996

650,079

767,298

Value of ON shares

315,060

122,335

192,725

283,640

119,122

164,518

135,643

Value of PNA Shares

962

404

558

964

488

476

964

Value of PNB Shares

306,501

119,014

187,487

275,933

115,888

160,045

131,947

Total Distributed Value

622,523

241,753

380,770

560,537

235,498

325,039

268,554

Note: The information on the 1st installment refers to the first semester results of the respective fiscal years (art. 41 of the Bylaws).

 

As for Net income for the 2014 period, calculated in Accordance with GAAP, the Company Proposes for payment of Annual Dividends the amount of R$622,523,190.03, as follows:

·   Interest on equity, replacing dividends, in the gross amount of R$30,000,000.00, distributed in R$0.10469 per common share (ON), R$0.11519 per Class A preferred share (PNA) and R$0.11519 per class B preferred share (PNB ) were declared and paid;

·   Dividends in the amount of R$592,523,190.03, of which R$350,769,731.75, distributed in R$1,22416 per common share (ON); R$1,34678 per Class A preferred share (PNA), R$1,34678 per class B preferred share (PNB), were early declared and paid on November 21 2014.

The remaining portion of the Dividends in the amount of R$241,753,458.28 - whose payment will be made within 60 days of the Annual General Meeting – and will be distributed as follows: R$0.84351 per common share (ON), R$1.06310 per Class A preferred share (PNA) and R$0.92803 per class B preferred share (PNB)

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4.7.      Added Value

In 2014, Copel recorded a Total Value Added of R$7,835.5 million, 18.6 % higher than the previous year. The demonstration, in full, is in the Financial Statements.

 

Distribution of Added Value

2014

2013

Variation %

Shareholders

9.6%

5.4%

77.8

Retained

7.4%

11.3%

(34.5)

Third Parties

8.9%

6.5%

36.9

Labor

15.5%

18.4%

(15.8)

Government

58.6%

58.4%

0.3

State and Municipal

54.4%

56.4%

(3.5)

Federal

45.6%

43.6%

4.6

Total

100.0%

100.0%

-

 

4.8.      Customer Default

In December 2014, the default of Copel Distribuição customers was R$132.4 million, equivalent to 1.5% of its revenue.

The calculation considers delinquent consumers with overdue debt for more than 15 days up to 360 days in accordance with the overdue notice term (Aneel Resolution 414/2010) are considered, excluding the recognition of losses of the overdue debts.

 

Default (%) =

∑ Overdued debits > 15 days ≤ 360 days

 

∑ Revenue in the 12-month period

 

 

4.9.      Shares.......

Traded volume:     

 

           

 

 

 

 

 

 

Traded Volume

ON (CPLE3)

PNB (CPLE6)

Total

Daily Average

Total

Daily Average

Bovespa

Traded

54,011

218

833,972

3,363

Quantity

20,569,200

82,940

151,651,000

611,496

Volume (R$ thousand)

460,880

1,858

4,943,379

19,933

Presence on exchanges

248

100%

248

100%

NYSE

Traded

610,694

4,393

148,930,401

590,994

Volume (US$ thousand)

6,411

46

2,060,571

8,177

Presence on exchanges

139

55%

252

100%

Latibex

Quantity

-

-

377,065

1,520

Volume (€ thousand)

-

-

3,944

16

Presence on exchanges

-

-

248

98%

 

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Share price performance:

         

 

 

 

 

Share

2014

2013

Variação %

     

     

     

    

BM&FBovespa

ON (CPLE3)

$ 24.90

$ 22.30

11.7

ON Average

$ 22.83

$ 24.19

(5.6)

PNA (CPLE5)

$ 30.00

$ 30.00

-

PNA Average

$ 30.00

$ 33.47

(10.4)

PNB (CPLE6)

$ 35.90

$ 30.53

17.6

PNB Average

$ 32.77

$ 31.22

5.0

Ibovespa

50,007

51,507

(2.9)

Electric Energy Average

27,161

26,250

3.5

NYSE

ON (ELPVY)

US$ 9.22

US$ 9.31

(1.0)

ON Average

US$ 9.67

US$ 11.11

(12.9)

PNB (ELP)

US$ 13.17

US$ 13.14

0.2

PNB Average

US$ 14.00

US$ 14.58

(4.0)

Dow Jones

17,823.07

16,576.66

7.5

Latibex

PNB (XCOP)

€ 11.13

€ 9.50

17.2

PNB Average

€ 10.59

€ 10.99

(3.7)

Latibex

1,750.00

2,076.60

(15.7)

 

    

     

  

 

 

4.10.   Investment Program

The investment program for 2015 was approved on 11.12.2014 by the 147th Board Meeting. The table below shows the investments made and planned for 2015:

         

 

 

 

 

 

 

Realized

Variation %

Forecast

Companies (in R$ millions)

2014

2013

2014-2013

2015

Generation and Transmission

758.4

478.9

58.4

1,042.2

Distribution

857.7

816.5

5.0

784.7

Telecommunications

107.5

74.1

45.1

107.7

Holding

5.9

-

-

5.5

Investments in new businesses

739.5

407.1

81.7

536.8

Total

2,469.0

1,776.6

39.0

2,476.9

 

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5.          SOCIOENVIRONMENTAL PERFORMANCE

5.1.      Workforce

Considering Copel Holding, Copel Distribuição, Copel Geração e Transmissão, Copel Telecomunicações, Copel Participações and Copel Renováveis, the 8,592 permanent employees are distributed into four careers: mid-level professionals (4,904 employees), mid-level technicians (2,060 employees), top-level professionals (1,488 employees) and operational (140 employees). The Company has been expanding its headcount with the hiring of 211 new employees in 2014 through a public contest. During the same period, 269 employees left the Company. The turnover rate was 2.8% in 2014 and 8.4 % in 2013.

·    Workforce Capacity Development and Training

Woprkforce Capacity Development and Training unfolds in mandatory corporate programs and training courses. In 2014, Copel invested R$6.4 million in training and development - T & D, in actions targeted at its employees and strategic public.  The Company’s T&D actions resulted in the registration of 22,170 attendances to 1,774 events. Considering the 8,592 employees, these investments amount to 2.6 attendances per Company employee.

With regard to leadership, in 2014 two classes of the Executive MBA in Business Management were held in the “in company” mode (started in the second half of 2013). This MBA was based on the values ​​and organizational skills of Copel, with the participation of 87 employees.

The modules and subjects worked in the MBA were developed to enable the Copel manager to perform effective management, develop a strategic vision of the Company’s businesses and be a leader who values ​​and promotes people development.

In 2014 the Copel University - UniCopel became a signatory to the Principles for Responsible Management Education - PRME. This initiative, developed by the United Nations, aimed to establish a process of continuous improvement of the world's business schools, so that they are able to form a new generation of leaders, prepared to face the complex challenges posed by the XXI century. In addition to developing policies and guidelines on T&D in Copel, UniCopel seeks new methodologies, technologies, partnerships and new training and development practices for implementation of the company's training programs based on its strategic guidelines.

Copel also has the Babel program, partially funded by the Company, which aims to enable acquisition of proficiency by employees who require the use of a foreign language to perform their activities in the Company. In 2014, 164 employees participated in the program.

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·    Benefits

Among the benefits provided directly by the Company to all employees, in addition to those provided by the legislation, the following should be highlighted: education allowance; vacation payment and anticipated additional 1/3 payment, besides the mandatory values foreseen by the law; anticipation of the first installment of the 13th salary in January; profit and results sharing; incentive to quality of life, with initiatives such as the Copel Choir and Internal Games; food assistance and meal; snack voucher; day-care assistance; aid to employees with disabilities and employees with disabled dependents; supplementary health aid; and other benefits provided under an agreement between Copel and the National Institute of Social Security - INSS. Additionally, through Copel's Social Security Foundation, sponsored by Copel, the the Company grants a private pension plan, additional to the official social security value, as well as a medical-hospital and dental care plan. The Copel Foundation also offers a portfolio of loans to participants, according to the legal provisions governing the investments in the funds of its social security fund.

·    Wages Policy

Remuneration, recognition and incentive practices are based on a model structured by the Company, which relies upon two pillars: fixed remuneration (market and the individual merit) and variable remuneration (Profit and/or Results Sharing - PLR). The PLR of Copel's employees is in accordance with Federal Law No. 10.101/2000, the State Decree No. 1,978/2007 and the State Law No. 16,560/2010, and profit is equally distributed to each employee. The ratio between the lowest salary paid by the Company in December 2014 (R$1,447.60) and the national minimum wage on that date (R$724.00) was twice, with no significant difference in the same period for the proportion of the base salary between men and women.

·    Labor Relations

In addition to complying fully with their labor obligations, guaranteeing employees their duties imposed by law, Copel performs a series of actions in order to improve labor relations, among which we highlight:

·   Moral Harassment Complaint Review Commission - CADAM , established with the aim of establishing rules for investigation and handling of complaints of bullying, ensuring impartiality in the analysis of processes;

·   Ombudsman : through this channel, any person can request information, make suggestions, file claims, complaints and inquiries regarding the Company;

·   Confidential Communication Channel: channel that can be used by employees, managers, directors, interns, contractors and other stakeholders. The purpose of this feature is reporting irregularities relating to accounting, auditing and internal controls and noncompliance with laws and regulations and internal rules of Copel

·   Ethical Guidance Council - Coe: this channel is formed by employees appointed by Copel and coordinated by one member of civil society with outstanding knowledge on the subject. The group evaluates complaints about violations of the Code of Conduct and has a  maximum term for the final answer to the relevant guidelines

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·   Copel relates to 19 unions representing the various classes of workers and, throughout the year, holds meetings to discuss matters of mutual interest. On the base date (October) this relationship intensifies when unions and Copel discuss the claims to finalize the Collective Labor Agreement - ACT. Compliance with the provisions of ACTs mitigate possible problems with unions and employees ; and

·   Dismissals for cause are preceded by summary administrative proceedings, regulated by an internal administrative rule, which guarantees to the employee the right to defense.

·    Dialog with the Internal Public

Copel annually performs the Employee Opinion Survey - POE, in order to listen to its professionals, as well as to identify expectations and needs for improvement in the workplace.

The survey is divided into three dimensions: Individual, Work Environment and Company. In each dimension different factors such as motivation towards work, satisfaction with pay and benefits, relationships with colleagues and managers, the Board performance, among others of this nature are investigated.

In 2014 the POE happened in July, with the participation of 56.6 % of the employees and a 67.1 satisfaction rate. The survey results were broken down and distributed to all employees. The points of attention are being addressed jointly by the Holding Company and the wholly owned subsidiaries.

·    Our Energy Program

Nossa Energia/Our Energy Program is Copel's performance management program, consisting of two axes: Organizational Skills related to behaviors expected of each employee, and results, which is linked to productivity and is made up of corporate goals.

According to Our Energy, the performance of each employee joins the performance of the three groups defined by the company. These groups serve as input for the application of different discussions regarding the Career and Compensation and professional development, such as functional promotions, merit, functional adequacy, conferences, training for postgraduate scholarships and foreign languages, among others.

The program was implemented in 2013 and in the 2014 cycle was punctual and assertive improvements provided by the deployment cycle experience and the performance management practices in Copel. In this sense, our energy, at each cycle, allow learning, and thus improvements aimed at achieving the objectives and and greater adherence to the culture and reality of the Company.

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5.2.      Suppliers

Since 2005, the Company has structured ways to streamline supplier relationships and improve the process of supply chain management, adopting in their notices some criteria related to environmental issues, such as child labor prohibition, respect for the environment, and establishment of minimum requirements for disposal of potentially polluting waste, among others.

Main actions in 2014

·   Identification and evaluation of critical suppliers considering legal, financial, environmental, health and safety at work, population safety, company image, customer perception and society, and the processes involved.

·   Checks the Blacklist of the Ministry of Labor for supplier hiring, preventing the risk of involvement of the company as co-responsible in cases against employers that used labor- slave labor.

·    Supplier Manual

The manual is intended to guide the suppliers and the Company's everyday issues, improve the relationship between the parties and seek to align the principles and guidelines related to the supply chain process. The document can be accessed on the website: www.copel.com

5.3.      Clients.......             

Aligned to the values present in your strategic benchmark of Respect for people and Innovation, Copel invested in diversifying service channels to facilitate the relationship with the customer and hence their satisfaction with the services provided. Within this expansion policy of the means of contact with consumers we highlight the Virtual Agency and the availability of new features in Copel Mobile, whose main differential is to offer self-service in the palm of the hand, in an agile, safe and efficient way.

The popularization of mobile devices such as mobile phones, smartphones and tablets boosted the growing consumer acceptance of online services. Adapting to this new reality and anticipating the needs and expectations of its members, Copel offers seven virtual service channels among the nine forms of currently existing contact: Virtual Branch, Copel Mobile, website, email, SMS, chat and social networks - Twitter and Facebook. These virtual channels streamline customer service and are key tools to reach the reduction target of the call demand in the telephone service and personal assistance visits.

The following table illustrates the growth in the use of virtual channels compared to the hotline and attendance meetings.

       

 

 

 

 

 

2012

2013

2014

Virtual service

41.0%

45.0%

52.0%

Personal service

59.0%

55.0%

48.0%

Total

100.0%

100.0%

100.0%

 

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Copel believes that the customer is its greatest asset and seeks constant improvement of the Company's relationships with its customers and the community in general. This is achieved through the Consumer Council, advisory body without legal personality established in November 1993, in compliance with Law No. 8,631/1993. Its tasks are governed by Resolution No. 451/2011 of Aneel, and consist of examining issues related to electricity supply, tariffs and adequacy of services to the final

The Council consists of users of residential customers, commercial, rural, public and industrial power, employees of the Company and a representative of the State Coordination of Consumer Protection and Defense - Procon.

All actions seeking to improve the relationship with the customer have achieved good results and are being recognized. Among all major energy distribution companies in Brazil, Copel had the lowest rate of complaints coming in Aneel ombudsman: 0.66, while the national average was 4.47. This was one of the factors that led to the achievement of a better Aneel Consumer Satisfaction Index - IASC among large companies. Copel was featured in The National Quality Award – PNQ for service provided to its customers. In addition, in 2014 the Company also obtained the best distribution company award in Latin America by the Comisión Regional Energy Integration - CIER, and was voted the best distribution company in Brazil in customer evaluation survey by the Brazilian Association of Power Distribution - Abradee.

5.4.      Community

In 2014, several municipalities that housed Copel's projects relied on the dedication of technicians sent for demonstrating the importance of the issues on the environment and sustainable development.

Museu Regional do Iguaçu – MRI

The MRI is situated in the Residential Village of Hydroelectric Power Plant Gov. Ney Braga - HPP GNB in the municipality of Mangueirinha, Paraná, and features in an integrated way, the social, cultural and environmental impacts of populations who occupied the banks of the Iguaçu River. It remains under guard a valuable collection coming from Archaeological, Cultural Memory and Scientific Use of Flora and Fauna rescue programs developed during the implementation of HPP GNB.

It is recognized as a pioneer initiative in the electricity sector and has served as a space for reflection, debate and environmental education. From the collections, the Museum educators develop actions that encourage appreciation of culture and the local and regional memory, promoting reflections on development, economic growth, and human well-being, the preservation of natural resources, safe use and energy use awareness.

In 2014, the Museum served more than 17,476 visitors/users distributed in scheduling arrangements with guided monitoring, spontaneous visitors and Traveling Museum. Since its inauguration in December 2000, the Museum was responsible for educational activities and for monitoring 278,605 people who learned about Copel’s environmental actions.

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Faxinal do Céu Visitor Center - CVFC

CVFC, established in 2007 , is situated in Faxinal do Céu Botanical Garden in the Residencial Village of Hydroelectric Power Plant Gov. Bento Munhoz da Rocha Netto - HPP GBM in Pinhao municipality, Paraná state, and is integrated into the Faxinal do Céu Botanical Garden, the first garden linked to a hydroelectric plant.

It is a complementary work to HPP GBM and highlights the action of Copel in preserving the natural heritage and botanical their hydroelectric projects. It is an enabling environment for scientific research both flora and fauna.

In CVFC, the Visitors Center educators develop educational activities on trails and indoor, because of their botanical collections and educational opportunities they provide, encouraging conservation of biodiversity, promoting reflections on local and regional culture, development, growth economic, human well -being, the preservation of natural resources and safe and responsible use of electricity

In 2014, the CVFC hosted 2,793 visitors/users distributed in scheduling arrangements with guided monitoring, spontaneous visitors at the Visitor Center and in partnership with MRI in the Traveling Museum activities.

Cultivar Energia Program (Sob-linhas)

It aims to implement community gardens in the state under power lines within the Company, in partnership with municipal governments and communities.

Through social occupation of idle spaces, it is intended to promote inclusion, food security and income generation. In addition, the program also aims to provide security to the community as it has the potential to inhibit irregular and hazardous occupations under the power lines.

In 2013 the first community garden under the Copel line in partnership with the Municipality was inaugurated as a pilot project in the city of Maringa. With the first positive results, other gardens were made possible and are currently benefiting around 140 families from three different communities that municipality.

Aiming at standardization and expansion of this initiative in the context of a corporate environmental program, Copel is preparing rules and procedures and its strategy to implement the program in other municipalities in the State.

Guardião das Águas Project

It is an agreement signed with the Good Student Institute, completed in the first half of 2014, aiming to promote citizenship, by supporting and mobilizing the scout group Guardian of the Waters - Guardião das Águas, aimed at sensitizing participants to environmental and social issues and the contribution to the preservation of watershed areas of the Upper Iguaçu basin.

 

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Community Accident (distribution)

Historically, due to its status, Copel has a strong involvement with society, with the purpose of promoting the socioeconomic development of the state. With its expansion into other states, this commitment is widening.

Accident prevention to the community is carried out training in schools, businesses, construction sites and meetings in the communities, using standardized courseware with trained instructors, interviews on radio stations throughout the State of Paraná in partnership with the Department of State Health, direct agreements with broadcasters for daily disclosure of information on the safe use of electricity and monthly messages on electricity bills sent to all customers. Every year the National Safety Week is promoted in partnership with Abradee and other distribution companies.

5.5.      Education for sustainability

Copel agents for Sustainability Network

Copel Network Agents for Sustainability are engaged in mobilization, sensitization and awareness of the workforce to questions related to sustainability.

Copel seminar of Socioenvironmental Good Practices

V Copel Seminar on Good Socioenvironmental Practices focused on the theme of sustainability as a generator of value and included a presentation of renowned professionals’ lectures contributing to the process of sharing and involvement of employees of Copel and external public to environmental issues and sustainability.

Copel Fair of Socioenvironmental Good Practices,

At the same time as the V Copel Workshop of Good Environmental Practices, Copel held the Copel Fair of Socioenvironmental Good Practices, with the participation of 26 exhibitors distributed as: 3 Companies, 5 Education and Research Institutions, 5 corporate institutes, 11 social institutions and three Strategic Partners The fair was visited by around 400 people.

Susie Pontarolli Trophy

The Susie Pontarolli Sustainability Trophy aims to recognize and support initiatives to contribute to the promotion of sustainable development and improved quality of life. The 2nd Edition of the Trophy provided an opportunity of participation of employees and suppliers and awarded the three best practices awards in the Employee Category - where the prize money should be earmarked exclusively for the maintenance or expansion of the winning projects.

Supplier Awareness Category - aims to highlight projects for the community or its employees as a way of valuing people, encouragement to equality and social justice.

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5.6.      Corporate Projects and Programs

·         Tax Incentives

Copel , through tax breaks , encourages various projects of cultural incentives ( Rouanet Law ) , sports ( Sports Incentive Law ) or social projects pertaining to the child's status and adolescents (FIA - Fund for Children and Adolescents ), the status of the elderly ( Aging Fund) or projects aimed at health development (Pronon and Pronas).

The highlight is the support of the TOP 2016 program to turn Paraná into a reference in Brazil in the Olympic and Paralympic sport, valuing the sporting talents of the state, as well as to contribute to social development, providing sports, health and education for youths.

·         Corporate Volunteers - EletriCidadania

The Program allows employees to use up to 4 hours per month of their working time to the execution , voluntarily and spontaneously, community action that beyond simple welfare , lead to sustainable development of society in all aspects , whether cultural, educational or professional . In 2014, 154 employees participated in the program, with 1,229 volunteers.  

·         Corporate Accessibility Program

The Corporate Accessibility Program is designed to make the Company strictly adapted with regard to accessibility issues, through reforms, architectural and urban projects, implementation of technological resources, training and education campaigns so that their employees and stakeholders with a disability have full access to their premises, information and services. In 2014, Copel has 81.7 % of adapted agencies and service stations architecturally adapted to people with a disability.

·    Luz para Todos Program - LPT

In 2011, the Federal Government through Decree No. 7,520/2011 established a new LPT Program for 2011-2014, which aims to provide exclusively to priority households, i.e. residents of the Territories of Citizenship, rural settlements, indian communities, maroons, as well as schools, health clinics and community water wells. By December 2014, 4,092 consumer communities were linked.

·    Morar Bem Paraná Program

In 2011, through Decree No. 2845/2011, the Morar Bem Paraná Program was created. This agreement aims to encourage the production and the acquisition of new housing units, upgrading, expansion or renovation of urban and rural properties, land regularization and urbanization for families with incomes up to six minimum national wages and the development of the state social housing.

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Among the main duties of Copel in the agreement, the main one is the construction of electricity distribution networks and consumer units of housing complexes. The agreement is managed by the Paraná Housing Company – Cohapar.

·    Soil and Water Management in Microbasins Program

In June 2012 we created the Soil and Water Management in Microbasins Program and, as participants , the Paraná Water Institute, the Ministry of Agriculture and Supply, 99 municipalities in the State of Paraná and Copel. The purpose of this agreement is the implementation of a public supply system in rural areas under the Soil and Water Management in Microbasins Program. Subsequently, the program was extended to meet the other 86 municipalities in the state.

The obligation set for Copel is to meet the request of the consumer municipality for connection, free of charge, according to the universal service criteria set out in Aneel Resolution 414/2010, or where appropriate, participate financially through charge the distributor's responsibility. The Paraná Water Institute manages the agreement.

·    Luz Fraterna Program

Program in partnership with the Government of Paraná, for which the consumer units classified as residential and with low income and consumption up to 120 kWh have full payment exemption, and whose bills are paid by the State Government. In 2014 it benefited about 182,000 families.

·    Irrigação Noturna Program

Held in conjunction with the Ministry of Agriculture and Supply, the Paraná Institute of Technical Assistance and Rural Extension - Emater, the Secretary of State for the Environment - Sema, among other organs , the program aims to encourage increased agricultural productivity through advantages in building the network and energy discounts in evening hours to drive irrigation systems, which results in increased income and improved quality of farmers’ life. In 2014, it benefited about 4,000 farmers with a special irrigation tariff.

·    Tarifa Rural Noturna Program

The program aims to encourage Paraná farmers, as rural consumers served in the low voltage network to use electricity in the period between 09:30 pm and 06:00 am through a 60% discount rate, providing cost minimization and increased rural production in the state of Paraná. In 2014, about 8,600 properties benefited from the special night rate.

 

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·    Eficiência Energética Program - PEE

The PEE is intended to promote efficiency in the end use of electricity through the use of financial resources determined by Law No. 9,991/2000 in order to contribute to the optimization of the electrical system and postponement of investments in transmission and distribution of electric energy.

In 2014 approximately R$15.9 million were invested in 18 projects, which contributed to improved energy efficiency in the residential consumers of low-income facilities, public buildings, public schools, shops and service and educational projects.

In 2014, Public Call No. 001/2014 was open to profit or non-profit consumers, with investment of R$11.0 million, R$7.0 million for the industrial and residential segments and R$4.0 million for other segment types. Simultaneously with the launch of the Public Call, the "I Workshop - Energy Efficiency Project – Copel Public Call" was held, aimed at disseminating best practices in drafting and proposing energy efficiency projects developed under the Energy Efficiency Program regulated by Aneel.  One of the goals was divulging the main guidelines governing the program aiming to better orient the interested parties, in order to improve the quantity and quality of the projects presented in the public call. Copel was the first company to carry out the public call according to the new Aneel regulation.

5.7.      Environment

·         Socioenvironmental management of new projects

In 2014 the socioenvironmental management of the new projects under implementation by the Company: HPP Colíder, SE Cerquilho II, SE Taubaté, LT Araraquara II — Taubaté, LT Colíder — Cláudia, LT Foz do Chopim — Salto Osório C2, LT Londrina — Figueira C2, LT Assis — Paraguaçu Paulista II, SE Paraguaçu Paulista II, LT Bateias — Curitiba Norte, SE Curitiba Norte, LT Assis — Londrina C2, LT Foz do Chopim — Realeza Sul and SE Realeza Sul (expansion).

The socioenvironmental engineering management of the Owner of LT Cascavel Oeste — Umuarama Sul,  SE Umuarama Sul,   LT Curitiba — Curitiba Leste and Seccionamentos, SE Curitiba Leste and SE Curitiba,  LT Umuarama Sul — Guaíra, Sistema Transmissor 230 kV Cascavel (LT Cascavel Oeste — Cascavel Norte, LT Cascavel Norte Seccionamento Cascavel Oeste - Umuarama Sul e  SE Cascavel Norte)  and SE Santa Quitéria. The monitoring of the environmental licensing of SPE Mata de Santa Genebra was also conducted, comprising LT Itatiba — Bateias, LT Araraquara II — Itatiba, LT Araraquara II — Fernão Dias, SE Fernão Dias, SE Itatiba, and SE Santa Barbara D'Oeste projects.

In addition, 29 licenses and environmental permits were obtained from the licensing agencies.

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·         Reservoir Socioenvironmental Management

Development of actions through environmental management for hydrographic microbasins, with the purposes of:

·   identify the sources of pollution in the reservoirs’ contribution basins;

·   in partnership with other state institutions, plan for the use and occupation of land;

·   participate in state programs related to environmental preservation actions in reservoir microbasins;

·   implement preventive and corrective measures; and

·   control the incidence of algae and weeds to improve the quality and availability of water in the reservoirs of Copel’s hydroelectric power plants and promote their multiple use

In 2014, the Company implemented a phosphorus supply management program in the HPP Mauá reservoir, in order to avoid problems with algal blooms, in partnership with other state institutions and companies. This program consists of diagnostic, supervision, education and corrective actions in rural areas. From 2015 on, it will be conducted in partnership with Emater, which conducts the Soil and Water Management Program in Paraná State.

·         Riparian Forest Program

The main objective of this program is the recovery of natural environments surrounding the reservoirs of the power plants, mainly through forest planting using different techniques of forest recovery for better performance of the activity. The work is performed in Copel’s properties, as well as in third-party properties whose owners are interested in joining the program. In 2014, 185,796 seedlings were planted, which corresponds to a recovered area of ​approximately 155 acres.  A total area of 13.3 km was fenced to protect the reforested areas.

·         Forest Parks

In the forest parks the seedlings required to meet the environmental compensation programs that need reforestation are produced. Besides the Riparian Forest Program, seedlings for vegetation removal environmental compensation resulting from the opening of transmission and distribution lines are produced, with transfer of urban forestry seedlings to municipal governments and to make up the landscaping of the Company's administrative areas. The seedling production includes about 150 native tree species, covering the different types of vegetation, including several rare and endangered species. In 2014, the Company's forest farms produced 409,823,000 seedlings. In addition to the seedlings grown in nurseries, plants rescued during vegetation removal in areas of new ventures are transplanted and rehabilitated.

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·         Ichthyofauna Monitoring and Repopulation Program

The Program allows to monitor changes in fish communities affected by Copel dams, and conducts handling in these communities, mitigating impacts and meeting legal and social needs. In 2014, a total of 127,728 fishes were released, of which 10,000 in actions with universities, 85,378 in the reservoirs of Copel and 32,350 in environmental events at the city halls. There were also rescue actions of fishes in risk situations related to the operation of hydroelectric plants, totaling 3,216 fishes rescued in 2014.

·         Urban Tree Planting Program

Encourages the improvement of urban forestry municipalities in the concession area of Copel, through actions with the Municipalities, aiming at the coexistence of power distribution networks with urban trees. The planting of suitable trees in the right places results in a reduced need for interventions with drastic pruning and reducing interruptions in power supply.

In 2014, through five agreements signed, 422 trees that offered risks to energy networks were removed, and 3,350 seedlings suitable for afforestation of public roads were provided. Also, six technical courses in urban forestry were conducted in partnership with the Department of Urban Development and the Environmental Institute of Paraná, which trained 236 managers and workers of 141 state municipalities.

·         Natural Disaster Risk Management Program

In February 2014, the Technical Cooperation Agreement between Copel and Mineropar was signed, whose goal is to generate map data for managing natural hazards, aiming at the prevention of disasters in the State of Paraná. The obligation of Copel is to supply cartographic databases so that Mineropar can conduct geological studies and generate risk maps. The work began contemplating the municipalities of Paraná Coast.

·         Economic Ecological Zoning of Paraná State

In July 2012, the coordination and execution committees of the Ecological Economic Zoning - EEZ of Paraná were created. Copel participates in the execution committee, whose aim is to assign and define methodological procedures to be adopted and implement the technical activities necessary to prepare the EEZ. The EEZ of Paraná Coastal area was completed, and the EEZ of Paraná State is in the final stages of preparation.

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·         Power distribution networks technologies

The most significant environmental impacts of distribution networks are risks of accidents involving third parties, conflicts with trees and wild animals and visual pollution. To mitigate these impacts, whenever there is technical and economic feasibility, Copel adopts alternative technologies to bare networks, such as:

Protected Compact Distribution Network - RDC and Secondary Isolated Distribution Network - RSI: The RDCs minimize the interference area with vegetation, the need for tree pruning. The RSIs allow greater proximity of tree branches, without risk of causing interruptions in the event of contact and non-permanent in conductors. Together, the RDCs and RSIs represent in urban and rural areas 26.0% and 2.1% of the networks built by 2014, respectively. It is important to highlight that since 2010 the DRC is Copel’s preferred air networks construction standard.

 Isolated network: Another network technology that studied and applied by Copel is the medium voltage isolated air network (13,800 volts and 34,500 volts). It is an insulated cable technology allowing permanent contact with trees. This type of network nearly eliminates tree-pruning needs.

Underground Network: In certain situations of high energy and reliability demand, Copel can design and build underground networks, which eliminate the need for pruning trees and reduce the possibility of third party damage, as well as improve the visual impact caused in relation to networks.

·         Emissions

Greenhouse Gas Emissions - GEE

On an annual basis, Copel prepares the Company’s inventory of greenhouse gases - GHG, based on the Brazilian GHG Protocol program. The result of inventories of Copel’s GHG emissions are available on the GHG Protocol website: www.registropublicodeemissoes.com.br. Since 2012, the inventories undergo third party verification for validation and certification, enabling greater transparency to information.

In 2014, through the Steering Committee on Climate Change, actions were developed to standardize the information to make up the inventory, with a view to its improvement. In addition, internal training was conducted to disseminate knowledge of risk management and opportunities in climate change.

The update of Copel Climate Change Agenda is underway; this document gathers the commitments, management and guidelines on the issue of climate change within the Company, available on Copel website.

Waste

During 2014 the following actions were taken:

·   Evaluation for integration between the Corporate Waste Registration - RCR and SAP/ERP ( Resource Module ), to record the optimization of waste generated within the Company

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·   Review of current waste nomenclature, according to the new Brazilian List of Solid Waste, as per Instruction No. 13/2012 of the Brazilian Environment and Renewable Natural Resources Institute – IBAMA.

·   Elaboration of the Waste Management Manual aimed at aligning waste management concepts and procedures with employees who handle solid waste.

·   Participation in the preparation of the Sector Reverse Logistics Plan, coordinated by the Union of Electricity Gas , Water, Works and Services Companies of Paraná State - Sineltepar and developed by Senai, filed in January 2014 with the Secretary of State for the Environment and Water Resources, whose commitment agreement was signed in December 2014

·   Six terms of commitments signed with scavengers associations or cooperatives for recyclable solid waste collection coming from administrative activities, in compliance with State Decree n° 4.167/2009.

·   Monthly Participation in the Waste and Citizenship Forum, sponsored by the Ministry of Labor.

·   Training conducted on Waste Management for Internal Socioenvironmental Commissions - CISAS, with the participation of 95 employees from all over Paraná.

·    Microalgae Project

The agreement signed in 2009 through the technical-scientific cooperation term with Copel, the Agronomic Institute of Paraná - Iapar and the Foundation for Research and the Agribusiness Development - FAPEAGRO was signed in July 2014. The project achieved the proposed goals, formed a collection of 150 strains of microalgae and developed a microalgae production platform in a pilot scale, which is installed in Iapar.

·    Carbon Credit Project

Integrated with Copel Environmental Committee, Elejor started the project of forming its Carbon Credits in October 2000. Under the name of Fundação Santa Clara Energetic Complex Project - FSCECP, the Project Design Document Form - PDD was approved by the United Nations Framework Convention on Climate Change - UNFCCC/UN in 2008. The Certified Emission Reductions - CER is a commodity and the price, in most cases, follows the registration of BlueNext ( www.bluenext.eu ), which records all purchase and sale transactions occurred in the world. The values ​​oscillate as they do at conventional exchanges. The project is valid for 21 years and is reviewed every seven years, according to the current rules of the Kyoto Protocol.

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6.          Annual Social Balance

    ANNUAL SOCIAL BALANCE
    As of December 31 2014 and 2013
    (Values denominated in thousands of reais, except as indicated otherwise)
 
        2014     2013
    1 - CALCULATION BASIS          
Note 31 Net Revenue - RL 13.918.517   9.180.214    
    2 - INTERNAL SOCIAL INDICATORS   % Of Net Revenue   % Of Net Revenue  
Note 32.  Officers' Compensation 16.066 0,1 13.187   0,1
    Employees' Compensation 754.218 5,4 789.784   8,6
    Meals (Meal Vouchers and others) 105.425 0,8 105.972   1,2
    Compulsory Social Charges 247.826 1,8 255.952   2,8
    Social Security Plan 66.972 0,5 66.069   0,7
    Health (Health Plan) 153.539 1,1 129.605   1,4
    Professional training and development 6.829 - 10.928   0,1
Note 32.  Profit / results sharing 92.657 0,7 80.048   0,9
Note 32.  Severance payments 6.588 - 37.925   0,4
(1) Other benefits 10.513 0,1 11.705   0,1
    Total 1.460.633 10,5 1.501.175   16,4
 
    3 - EXTERNAL SOCIAL INDICATORS   % Of Net Revenue   % Of Net Revenue  
    Culture 13.016 0,1 5.910   0,1
    Health and sanitation 4.421 - 1.200   -
    Sport 3.130 - 1.246   -
    Others 40.596 0,3 35.483   0,4
    Luz para Todos Program 8.181 0,1 20.200   0,2
    Morar Bem Program 19.692 0,1 5.697   0,1
    Tarifa Noturna Program 4.665 - 6.362   0,1
    Other 8.058 0,1 3.224   -
    Total social contributions 61.163 0,4 43.839   0,5
    Taxes (excluding social charges) 4.394.165 31,6 3.663.635   39,9
    Total 4.455.328 32,0 3.707.474   40,4
 
    4 - ENVIRONMENTAL INDICATORS   % Of Net Revenue   % Of Net Revenue  
    Investments related to the company's operations 329.240 2,4 209.057   2,3
    Investments in external programs and / or projects 624 - 315   -
    Total 329.864 2,4 209.372   2,3
(2) Quantity of environmental sanctions 2   5    
    Amount of environmental sanctions (R$ Thousa 1.600   31.583    
    Note - Explanatory Note          

 

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            2014         2013  
    5 - WORKFORCE INDICATORS (includes subsidiaries)
 
    Number of employees at the end of the period 8,777         8,815        
    Number of employees hired during the period 235         391        
    Employees Educational Level: Total Men Women     Total Men Women    
    Undergraduate and continuing education 3,849 2,684   1,165   3,837 2,709   1,128  
    Total High School 4,802 4,044   758   4,835 4,070   765  
    Total Middle School 126 124   2   143 137   6  
    Employee Age Group:                    
(3 ) Under 18 -         11        
    From 18 to 30 years old (exclusive) 1,331         1,612        
    From 30 to 45 years old (exclusive) 4,159         4,067        
    From 45 to 60 years old (exclusive) 3,232         3,083        
    Above 60 years old 55         42        
    Number of women working in the company 1,927         1,906        
    % Women in management positions:                    
    in relation to the total number of women 5.3         4.6        
    in relation to the total number of officers 20.6         18.6        
    Number of black people working in the 1,002         981        
    % Black people in management positions:                    
    in relation to the total number of black people 2.7         3.0        
    in relation to the total number of officers 5.4         6.1        
    Number of people with disabilities 195         178        
    Dependents 16,256         15,998        
(4 ) Outsourced 5,895         5,626        
(5 ) Apprentice (s) 177         235        
(5 ) Interns 313         285        
 
(6 ) Number of labor suits in progress at the end of                    
    the fiscal year 4,836         3,432        
 
    Number of labor suits closed in the fiscal year 540         1,070        
 
    6 - RELEVANT INFORMATION IN RELATION TO THE CORPORATE CITIZENSHIP
 
(6 ) Ratio between the greater and the smaller                    
    compensation in the company       19         21  
    Total number of Labor Accidents                    
    (includes accidents with contractors)       266         273  
    Total number of consumer complaints and critics:                    
    at the company       34,106         46,958  
    at Procon       515         507  
    in Court       2,680         1,703  
    % of complaints and critics received or solved:                    
    at the company       100.0 %       100.0 %
    at Procon       95.0 %       94.9 %
    in Court       17.2 %       24.0 %

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    2014   2015 Goals  
The social and environmental projects developed by the company were defined by Management Management
The security and insalubrity in the work environment were defined by: all + Cipa (Internal Accident Prevention Committee)    all + Cipa (Internal Accident Prevention Committee)  
Trade Union's freedom, right to collective bargaining and internal representation of the employees, company: encourages and complies with the OIT encourages and complies with the OIT
Private pension contemplates:   all   all  
Profit / results sharing contemplates:   all   all  
In the selection of suppliers, the same ethical, social and environmental standards adopted by the company: are required will be required
As for the employees' participation in voluntary work programs, the company: organizes and encourages   will organize and encourage  
         
 
7-WEALTH GENERATION AND DISTRIBUTION 2014   2013  
Total Value Added to distribute   7,835,476   6,608,123  
Distribution of Value Added (DVA):          
Third Parties   8.9 % 6.5 %
Personnel   15.5 % 18.4 %
Government   58.6 % 58.4 %
Shareholders   9.6 % 4.9 %
Withheld   7.4 % 11.8 %
 
8 - OTHER INFORMATION          
 

• As from 2010, the he Brazilian Institute of Social and Economic Analysis - Ibase - no longer prescribes its standard Balance Sheet model, as it understands that this tool and methodology are broadly divulged among the companies, consultancies and institutes that promote corporate social responsibility in Brazil. Accordingly, Copel, which already used this model since 1999, resolved, based on Ibase's guidelines, to improve its Balance Sheet, also approaching information requested in NBCT 15, aiming at the transparency of its information.

 
• The explanatory notes - ENs are an integral part of the Financial Statements, and also contain other socioenvironmental information that is not contemplated in this Balance Sheet.
 
• This Balance Sheet contemplates data related to the parent company, wholly-owned subsidiaries, subsidiaries and consortia of Copel, due to the consolidation of its results, except as otherwise indicated.
 
(1) The Other Benefits item is composed of: Complementary illness aid, Extended Maternity Leave, Insurance, Transportation vouchers, Additional Transportation Vouchers and Disability Aid, Accidental Death, Day Care Center Aid, Education Aid, Culture and Safety and Labor Medicine.
 
(2) This information refers to socioenvironmental fines and notifications of the parent company and Copel Distribuição S.A., Copel Geração e Transmissão S.A, Copel Telecomunicações S.A., Copel Participações S.A. and Copel Renováveis S.A. The original values are divulged, and may be altered pursuant to the response of the administrative defense presented to the environmental body. The values of the sanctions are proportional to the participation of Copel in the projects. The values referring to the Terms of Commitment - TCs and Conduct Adjustment Terms - TACs are considered in external or environmental terms, depending on their nature.
 
(3) They refer to the apprentice program in conflict with the law, which ended in 2014.
 
(4) This number corresponds to the total number of outsourced workers hired in the period, regardless of the number of hours worked. It does not represent the number of outsourced jobs. It also does not contemplates third parties operating in the implementation of works of Copel Geração e Transmissão and the subsidiaries (Hydroelectric Plants, Transmission Lines and Substations), as well as those acting in the expansion of Copel Telecom's system.
 
(5) They are not part of the headcount.
 
(6) This information refers to the parent company and to Copel Distribuição S.A., Copel Geração e Transmissão S.A., Copel Telecomunicações S.A., Copel Participações S.A. and Copel Renováveis S.A.

 

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7.          COMPOSITION OF THE GROUPS IN CHARGE OF CORPORATE  GOVERNANCE

BOARD OF DIRECTORS

Chairman

Fernando Xavier Ferreira

Executive Secretary

Luiz Fernando Leone Vianna

Members

CARLOS HOMERO GIACOMINI

MAURICIO BORGES LEMOS

José Richa Filho

Mauro Ricardo Machado Costa

MARCO AURÉLIO ROGERI ARMELIN

NATALINO DAS NEVES

NEY AMILTON CALDAS FERREIRA

AUDIT COMMITTEE

 

Chairman

CARLOS HOMERO GIACOMINI

Members

JOSÉ RICHA FILHO

VACANT

FISCAL COUNCIL

 

Chairman

Joaquim Antonio Guimarães de Oliveira Portes

Sitting Members

George Hermann Rodolfo Tormin

JOSÉ TAVARES DA SILVA NETO

VACANT

CARLOS EDUARDO PARENTE DE OLIVEIRA ALVES

Alternate Members

OSNI RISTOW

ROBERTO BRUNNER

GILMAR MENDES LOURENÇO

VACANT

FLAVIO JARCZUN KAC

MANAGEMENT

 

CEO

Luiz Fernando Leone Vianna

Corporate Management Officer

MARCOS DOMAKOSKI

CFO and IRO

Luiz Eduardo da Veiga Sebastiani

Business Development Officer

jonel nazareno iurk

Institutional Relations Officer

Cristiano Hotz

Deputy Officer

PAULO CESAR KRAUSS

ACCOUNTANT

 

CRC-PR-041655/O-6

NANCY ATENALIA ALVES

 

 

Information on this report:

 

Investor Relations:

 

Phone: +55 (41) 3222-2027

ri@copel.com

 

 

           

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Companhia Paranaense de Energia

Corporate Taxpayer's ID (CNPJ/MF) 76.483.817/0001-20

State registration 10146326-50

Publicly-Held Company- CVM 1431-1

www.copel.com copel@copel.com

Rua Coronel Dulcídio, 800, Batel - Curitiba - PR

CEP 80420-170

 

 

 

 

FINANCIAL STATEMENTS

 

 

2014

 

 


 
 

 

  SUMMARY  
FINANCIAL STATEMENTS 3
Balance sheets 3
Statements of income 5
Statements of comprehensive income 6
Statements of changes in shareholders' equity 7
Statements of cash flows 8
Statements of added value 10
NOTES TO THE FINANCIAL STATEMENTS 12
1 Operations 12
2 Preparation basis 12
3 Significant accounting policies 14
4 Cash and cash equivalents 29
5 Bonds and Securities 30
6 Collaterals and Escrow Accounts 31
7 Trade accounts receivable 32
8 CRC Transferred to the State Government of Paraná 33
9 Net Sectoral financial assets 34
10 Accounts receivable related to the concession 36
11 Accounts receivable related to the concession extension 37
12 Other receivables 37
13 Inventories 38
14 Taxes 38
15 Judicial deposits 41
16 Related parties 42
17 Investments 44
18 Property, plant and equipment 52
19 Intangible assets 59
20 Payroll, Social charges and accruals 62
21 Suppliers 62
22 Loans and financing 64
23 Debentures 70
24 Post-employment benefits 71
25 Consumer charges payable 77
26 Research and Development and Energy Efficiency 78
27 Accounts Payable related to concession - Use of Public Property 79
28 Other accounts payable 80
29 Provision for litigation and contingent liabilities 80
30 Shareholders' equity 86
31 Net operating revenue 89
32 Operating costs and expenses 91
33 Financial Results 96
34 Operating segments 96
35 Financial instruments 104
36 Related party transactions 117
37 Insurance 122
38 Subsequent Event 123
INDEPENDENT AUDITORS' REPORT ON THE FINANCIAL STATEMENTS 124
SUMMARY OF THE 2014 AUDIT COMMITTEE ANNUAL REPORT 127
OPINION OF THE TAX COUNCIL ON FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014 . 130
CAPITAL BUDGET PROPOSAL 131
STATEMENT 132

 

 


 
 
 

 

FINANCIAL STATEMENTS

 

Balance sheets

as of December 31, 2014 and 2013

in thousands of reais, unless otherwise stated

 

           
ASSETS Note   Parent company   Consolidated
    12.31.2014 12.31.2013 12.31.2014 12.31.2013
CURRENT ASSETS          
Cash and cash equivalents 4 34,862 10,410 740,131 1,741,632
Bonds and securities 5 152 186 459,115 389,222
Collaterals and escrow accounts 6 - - 13,497 1,976
Trade accounts receivable 7 - - 2,178,816 1,337,628
Dividends receivable 16.1 383,866 381,371 26,332 9,500
CRC transferred to the State Government of Paraná 8 94,579 85,448 94,579 85,448
Net sectorial financial assets 9 - - 609,298 -
Accounts receivable related to the concession 10 - - 7,430 4,396
Accounts receivable related to the concession extension 11 - - 301,046 352,161
Other current receivables 12 12,695 3,869 415,818 395,890
Inventories 13 - - 150,622 139,278
Income tax and social contribution 14.1 78,912 42,494 105,074 133,158
Other current recoverable taxes 14.3 - - 96,285 70,013
Prepaid expenses - 34 - 20,133 19,982
Related parties 16.1 1,925 - - -
    607,025 523,778 5,218,176 4,680,284
NONCURRENT ASSETS          
Long Term Assets          
Bonds and securities 5 - - 132,210 120,536
Collaterals and escrow accounts 6 - - 56,956 45,371
Trade accounts receivable 7 - - 75,696 132,686
CRC transferred to the State Government of Paraná 8 1,249,529 1,295,106 1,249,529 1,295,106
Judicial deposits 15 273,936 272,115 736,253 675,225
Net sectorial financial assets 9 - - 431,846 -
Accounts receivable related to the concession 10 - - 4,417,987 3,484,268
Accounts receivable related to the concession extension 11 - - 160,217 365,645
Other noncurrent receivables 12 303 - 85,324 29,435
Income tax and social contribution 14.1 114,195 169,717 128,615 197,659
Deferred income tax and social contribution 14.2 98,226 91,205 526,046 753,413
Other noncurrent recoverable taxes 14.3 - - 123,481 124,498
Prepaid expenses - - - 175 399
Related parties 16.1 208,334 64,815 137,137 -
    1,944,523 1,892,958 8,261,472 7,224,241
Investments 17 13,079,795 12,055,619 1,660,150 1,187,927
Property, plant and equipment, net 18 323 29 8,304,188 7,983,632
Intangible assets 19 3,062 - 2,174,156 2,035,361
    15,027,703 13,948,606 20,399,966 18,431,161
TOTAL ASSETS   15,634,728 14,472,384 25,618,142 23,111,445
 
Notes are an integral part of these financial statements.

 

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Balance sheets

as of December 31, 2014 and 2013 (continued)

in thousands of reais, unless otherwise stated

 

           
LIABILITIES Note   Parent company   Consolidated
    12.31.2014 12.31.2013 12.31.2014 12.31.2013
CURRENT LIABILITIES          
Payroll, social charges and accruals 20 12.793 4.946 252.618 239.685
Related parties 16.2 - 468.317 - -
Suppliers 21 2.087 3.211 1.587.205 1.092.239
Income Tax and Social Contribution 14.1 2.442 - 309.881 297.620
Other taxes due 14.3 5.597 25.481 137.329 300.731
Loans and financing 22 349.753 562.801 867.626 957.106
Debentures 23 15.447 - 431.491 57.462
Dividends payable - 3.824 3.047 19.691 18.713
Post employment benefits 24 - 2 37.404 29.983
Customer charges due 25 - - 23.233 37.994
Research and Development and Energy Efficiency 26 - - 175.972 127.860
Accounts payable related to concession - Use of Public Property 27 - - 54.955 51.481
Other accounts payable 28 2.060 16.432 157.988 137.011
    394.003 1.084.237 4.055.393 3.347.885
NONCURRENT LIABILITIES          
Suppliers 21 - - 17.625 50.121
Deferred income tax and social contribution 14.2 - - 15.218 420.501
Other taxes due 14.3 820 40 87.129 68.402
Loans and financing 22 608.663 456.752 2.601.324 2.366.678
Debentures 23 995.038 - 2.153.957 1.150.483
Post employment benefits 24 8.196 2.169 861.214 937.249
Research and Development and Energy Efficiency 26 - - 159.792 154.721
Accounts payable related to concession - Use of Public Property 27 - - 436.772 420.293
Other accounts payable 28 - - 306 233
Provisions for legal claims 29 297.319 277.847 1.546.632 1.266.127
    1.910.036 736.808 7.879.969 6.834.808
EQUITY          
Attributed to controlling shareholders 30.1        
Capital   6.910.000 6.910.000 6.910.000 6.910.000
Equity valuation adjustments   976.964 983.159 976.964 983.159
Legal reserve   685.147 624.849 685.147 624.849
Profit retention reserve   4.516.825 3.897.833 4.516.825 3.897.833
Additional proposed dividends   241.753 235.498 241.753 235.498
    13.330.689 12.651.339 13.330.689 12.651.339
           
Attributed to non-controlling interest 30.2 - - 352.091 277.413
           
    13.330.689 12.651.339 13.682.780 12.928.752
           
TOTAL LIABILITIES & EQUITY   15.634.728 14.472.384 25.618.142 23.111.445
 
Notes are an integral part of these financial statements.

 

4

 


 
 
 

 

Statements of income

for the years ended December 31, 2014 and 2013

in thousands of reais, unless otherwise stated

 

           
CONTINUING OPERATIONS Note Parent company   Consolidated
    12.31.2014 12.31.2013 12.31.2014 12.31.2013
           
NET OPERATING REVENUES 31 - - 13,918,517 9,180,214
           
Cost of sales and services provided 32 - - (11,165,077) (7,037,998)
           
GROSS PROFIT   - - 2,753,440 2,142,216
           
Operational expenses / income          
Selling expenses 32 - - (120,987) (95,615)
General and administrative expenses 32 (119,639) (47,772) (552,116) (530,104)
Other operational income (expenses) 32 (20,569) 28,333 (530,378) (403,910)
Equity in earnings of investees 17.2 1,410,276 1,116,830 159,955 113,606
    1,270,068 1,097,391 (1,043,526) (916,023)
           
PROFIT BEFORE FINANCIAL RESULTS AND TAXES   1,270,068 1,097,391 1,709,914 1,226,193
           
Financial results          
Financial income 33 202,208 114,524 694,523 652,363
Financial expenses 33 (233,762) (112,524) (546,806) (372,052)
    (31,554) 2,000 147,717 280,311
           
PROFIT BEFORE INCOME TAX AND SOCIAL CONTRIBUTION   1,238,514 1,099,391 1,857,631 1,506,504
           
INCOME TAX AND SOCIAL CONTRIBUTION          
Current 14.4 (38,258) - (747,869) (554,520)
Deferred 14.4 5,694 (26,831) 225,853 149,451
    (32,564) (26,831) (522,016) (405,069)
           
NET INCOME FOR THE YEAR   1,205,950 1,072,560 1,335,615 1,101,435
Attributed to controlling shareholders   - - 1,205,950 1,072,560
Attributed to non-controlling interest 30.2 - - 129,665 28,875
           
BASIC AND DILUTED NET EARNING PER SHARE ATTRIBUTED TO          
  PARENT COMPANY SHAREHOLDERS - IN REAIS          
Ordinary shares 30.1 4.20899 3.74278 4.20899 3.74278
Class “A” preferred shares 30.1 4.62953 4.49001 4.62953 4.49001
Class “B” preferred shares 30.1 4.62989 4.11741 4.62989 4.11741
Notes are an integral part of these financial statements.

 

5

 


 
 
 

 

Statements of comprehensive income

for the years ended December 31, 2014 and 2013

in thousands of reais, unless otherwise stated

 

                   
  Note Parent company   Consolidated  
    12.31.2014   12.31.2013   12.31.2014   12.31.2013  
                   
NET INCOME FOR THE YEAR   1,205,950   1,072,560   1,335,615   1,101,435  
Other comprehensive income                  
Items that will never be reclassified to profit or loss                  
Gain (losses) on actuarial liabilities 30.1.2                
Post-employment benefits   (3,712 ) (2,169 ) 140,383   (216,967 )
Post-employment benefits - equity   94,425   (122,886 ) (582 ) 18,881  
Taxes on other comprehensive income 30.1.2 1,262   738   (48,584 ) 73,769  
Items that are or may be reclassified to profit or loss                  
Adjustments related to financial assets classified as available for sale 30.1.2                
Financial investments   707   (4,573 ) 1,070   (6,929 )
Accounts receivable related to the concession   -   -   -   -  
Investments   (190 ) (306 ) (190 ) (306 )
Other adjustments - subsidiary   (1,282 ) -   (2,777 ) -  
Taxes on other comprehensive income 30.1.2 65   104   647   2,460  
Total other comprehensive income for the year, net of taxes   91,275   (129,092 ) 89,967   (129,092 )
COMPREHENSIVE INCOME FOR THE YEAR   1,297,225   943,468   1,425,582   972,343  
Attributable to controlling shareholders           1,297,225   943,468  
Attributable to non-controlling interest           128,357   28,875  
 
Notes are an integral part of these financial statements.

 

6

 


 
 
 

 

Statements of changes in shareholders' equity

for the years ended December 31, 2014 and 2013

in thousands of reais, unless otherwise stated

 

                                       
    Attributable to controlling shareholders            
      Equity valuation   Profit reserves            
      adjusment                          
   Note  Capital  Deemed
cost
   Other comprehensive
income
      Legal 
 reserve
Profit
retention
reserve
  Additional
proposed

dividends
   Accumualted
profit
   Shareholders
equity
   Attributable
to non-controlling
 
interest
    Equity
consolidated
 
Balances as of January 1, 2013   6,910,000 1,341,098   (126,704)   571,221  3,337,295   64,474   -   12,097,384   264,506   12,361,890  
Net income for the year   - -   -   - -   -   1,072,560   1,072,560   28,875   1,101,435  
Other comprehensive income                                      
Losses on financial assets, net of taxes 30.1.2 - -   (4,775 ) - -   -   -   (4,775 ) -   (4,775 )
Actuarial losses, net of taxes 30.1.2 - -   (124,317 ) - -   -   -   (124,317 ) -   (124,317 )
Total comprehensive income for the year   - -   (129,092 ) - -   -   1,072,560   943,468   28,875   972,343  
Realization - deemed cost 30.1.2 - (102,143 ) -   - -   -   102,143   -   -   -  
Deliberation of additional dividends proposed   - -   -   - -   (64,474 ) -   (64,474 ) -   (64,474 )
Allocation proposed to GSM:                                      
Legal reserve   - -       53,628 -   -   (53,628 ) -   -   -  
Interest on own capital 30.1.3 - -       - -   -   (180,000 ) (180,000 ) -   (180,000 )
Dividends 30.1.3 - -       - -   235,498   (380,537 ) (145,039 ) (15,968 ) (161,007 )
Profit retention reserve   - -       - 560,538   -   (560,538 ) -   -   -  
Balance as of December 31, 2013   6,910,000 1,238,955   (255,796)   624,849  3,897,833   235,498   -   12,651,339   277,413   12,928,752  
Net income for the year   - -   -   - -   -   1,205,950   1,205,950   129,665   1,335,615  
Other comprehensive income                                      
Losses on financial assets, net of taxes 30.1.2 - -   (700 ) - -   -   -   (700 ) (550 ) (1,250 )
Actuarial gains (losses), net of taxes 30.1.2 - -   91,975   - -   -   -   91,975   (758 ) 91,217  
Total comprehensive income for the year   - -   91,275   - -   -   1,205,950   1,297,225   128,357   1,425,582  
Realization - deemed cost 30.1.2 - (101,851 ) -   - 850   -   99,394   (1,607 ) -   (1,607 )
Realization - actuarial losses 30.1.2 - -   4,381   - (4,381 ) -   -   -   -   -  
Deliberation of additional dividends proposed   - -   -   - -   (235,498 ) -   (235,498 ) -   (235,498 )
Allocation proposed to GSM:                                      
Legal reserve   - -   -   60,298 -   -   (60,298 ) -   -   -  
Interest on own capital 30.1.3 - -   -   - -   -   (30,000 ) (30,000 ) -   (30,000 )
Dividends 30.1.3 - -   -   - -   241,753   (592,523 ) (350,770 ) (53,679 ) (404,449 )
Profit retention reserve   - -   -   - 622,523   -   (622,523 ) -   -   -  
Balance as of December 31, 2014   6,910,000 1,137,104   (160,140)   685,147  4,516,825   241,753   -   13,330,689   352,091   13,682,780  
Notes are an integral part of these financial statements.

 

7

 


 
 
 

 

Statements of cash flows

for the years ended December 31, 2014 and 2013

in thousands of reais, unless otherwise stated

 

                   
  Note Parent company   Consolidated  
    12.31.2014   12.31.2013   12.31.2014   12.31.2013  
                   
Cash flows from operational activities                  
Net income for the year   1,205,950   1,072,560   1,335,615   1,101,435