20-F 1 d204633d20f.htm FORM 20-F Form 20-F
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F

 

 

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-34129

 

 

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. –

ELETROBRAS

(exact name of registrant as specified in its charter)

 

 

BRAZILIAN ELECTRIC POWER COMPANY

(translation of registrant’s name into English)

Federative Republic of Brazil

(jurisdiction of incorporation or organization)

Avenida Presidente Vargas, 409 – 9th floor, Edifício Herm. Stoltz – Centro, CEP 20071-003, Rio de Janeiro, RJ, Brazil

(address of principal executive offices)

Armando Casado de Araujo

Chief Financial Officer and Chief Investor Relations Officer

(55 21) 2514-6435 – df@eletrobras.com.br

Avenida Presidente Vargas 409, 13th floor,

20071-003 - Rio de Janeiro – RJ – Brazil

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

American Depositary Shares, evidenced by American Depositary Receipts, each representing one Common Share   New York Stock Exchange
Common Shares, no par value*   New York Stock Exchange
American Depositary Shares, evidenced by American Depositary Receipts, each representing one Class B Preferred Share   New York Stock Exchange
Preferred Shares, no par value*   New York Stock Exchange

 

* Not for trading but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the SEC.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

 

 

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2015 was:

 

  1,087,050,297   Common Shares  
  146,920   Class A Preferred Shares  
  265,436,883   Class B Preferred Shares  

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    x  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ¨  Yes    x  No

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ¨  Yes    x  No

Indicate by check mark whether the registrant is a large accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12-b-2 of the Exchange Act.

Large accelerated filer  x                Accelerated filer  ¨                Non accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  ¨

   IFRS  x      Other   ¨ 

Indicate by check mark which financial statement item the registrant has elected to follow.    ¨  Item 17    x   Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act.).    ¨  Yes    x  No

 

 

 


Table of Contents

TABLE OF CONTENTS

 

         Page  

EXPLANATORY NOTE

     1   

ITEM 1.

  Identity of Directors, Senior Management and Advisers      14   

ITEM 2.

  Offer Statistics and Expected Timetable      14   

ITEM 3.

  Key Information      14   

ITEM 4.

  Information on the Company      42   

ITEM 4A.

  Unresolved Staff Comments      99   

ITEM 5.

  Operating and Financial Review and Prospects      99   

ITEM 6.

  Directors, Senior Management and Employees      135   

ITEM 7.

  Major Shareholders and Related Party Transactions      141   

ITEM 8.

  Financial Information      143   

ITEM 9.

  The Offer and Listing      153   

ITEM 10.

  Additional Information      165   

ITEM 11.

  Quantitative and Qualitative Disclosures about Market Risk      181   

ITEM 12.

  Description of Securities other than Equity Securities      182   

ITEM 13.

  Defaults, Dividend Arrearages and Delinquencies      183   

ITEM 14.

  Material Modifications to the Rights of Security Holders and Use of Proceeds      183   

ITEM 15.

  Controls and Procedures      183   

ITEM 15T.

  Controls and Procedures      187   

ITEM 16A.

  Audit Committee Financial Expert      187   

ITEM 16B.

  Code of Ethics      188   

ITEM 16C.

  Principal Accountant Fees and Services      188   

ITEM 16D.

  Exemption from the Listing Standards for Audit Committees      189   

ITEM 16E.

  Purchases of Equity Securities by the Issuer and Affiliated Purchasers      189   

ITEM 16F.

  Change in Registrant’s Certifying Accountant      189   

ITEM 16G.

  Corporate Governance      189   

ITEM 17.

  Financial Statements      190   

ITEM 18.

  Financial Statements      190   

ITEM 19.

  Exhibits      190   

Consolidated Financial Statements

     F-1   

EXHIBITS

 

EXHIBIT 3.2

  BYLAWS

EXHIBIT 8.1

  SUBSIDIARIES OF ELETROBRAS

EXHIBIT 12.1

  CERTIFICATION

EXHIBIT 12.2

  CERTIFICATION

EXHIBIT 13.1

  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

EXHIBIT 13.2

  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002


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EXPLANATORY NOTE

The filing of this annual report for 2015 was delayed because we required additional time to conduct an investigation into certain allegations relating to “Operação Lava Jato” (Operation Car Wash) and to complete the related disclosures in this annual report. We are filing our 2014 annual report on Form 20-F simultaneously with this annual report and the two annual reports should be read together.

In 2009, the Brazilian federal authorities initially focused the Lava Jato investigation at criminal organizations engaged in money laundering. The Lava Jato operation involves numerous investigations into several criminal practices focusing on crimes committed by individuals and organizations in Brazil. Since 2014, the Brazilian Federal Prosecutor’s focused part of the investigation on irregularities involving state owned companies’ contractors and suppliers and uncovered a broad payment scheme that involved a range of participants.

Although no criminal charges have been brought against the Company as part of Lava Jato, the Brazilian Federal Prosecutor’s Office made investigations on irregularities involving certain of the employees of the Company, contractors and suppliers, as well as certain contractors and suppliers of special purpose entities (“SPEs”) in which Eletrobras holds minority interests, involved in the construction of power generation plants.

As a response to allegations of potential illegal activities appearing in the media in 2015 relating to companies that provide services to the Company’s subsidiary, Eletrobras Termonuclear S.A. – Eletronuclear (“Eletronuclear”) (specifically, “NTU Angra 3” nuclear power plant), and to certain SPEs that Eletrobras holds a minority stake, Eletrobras’ Board of Directors, hired the law firm Hogan Lovells US LLP to undertake an independent internal investigation for the purpose of assessing the eventual existence of irregularities, including violations of the U.S. Foreign Corruption Practice Act (FCPA), the Brazilian Anticorruption Law and the Eletrobras’ code of ethics (the “Independent Investigation”).

The Independent Investigation is subject to oversight by a commission that was created by the Board of Directors of Eletrobras on July 31, 2015. This commission is composed of Ms. Ellen Gracie Northfleet, a former Federal Supreme Court judge, Mr. Durval José Soledade Santos, former director of the Comissão de Valores Mobiliários (Brazilian Securities Exchange Comission), and Mr. Manoel Jeremias Leite Caldas, (the “Independent Commission”).

The Company, Hogan Lovells and the Independent Commission have been closely monitoring the official investigations and cooperating with Brazilian and United States authorities, including the Federal Courts (Justiça Federal); the Federal Prosecutors’ Office (Ministério Público Federal or “MPF); the Brazilian Securities Commission (Comissão de Valores Mobiliários or “CVM”); the Council for Economic Defense (Conselho Administrativo de Defesa Economica or “CADE”), United States Department of Justice (“DOJ”) and United States Securities & Exchange Commission (“SEC”), among others, and have responded to requests for information and documents from these authorities.

On April 29, 2015, the Federal Police commenced the “Radioactivity Operation” under the 16th phase of Operation “Lava Jato”, which resulted in the imprisonment of a former officer of our subsidiary Eletrobras Termonuclear S.A – Eletronuclear. This former officer was sentenced to 43 years of prison, by the judge of the 7th Federal Criminal Court, for passive bribery, money laundering, obstruction of justice, tax evasion and participation in a criminal organization. On July 6, 2016, the Federal Police commenced “Operation Pripyat”, in which the Federal Police served arrest warrants issued by the judge of the 7th Federal Court of the District of Rio de Janeiro against former officers, officers who had already been suspended by Eletrobras’ Board of Directors as well as other parties. Formal charges of corruption, money laundering and obstruction of justice were filed against such former officers by Federal Prosecutors on July 27th, 2016. Eletrobras is assisting the prosecution in these criminal proceedings. Eletrobras intends, in the future, to persue civil remedies against these defendants.

Since the start of the investigation, the Company replaced its entire Board of Directors, hired a new CEO and a Compliance Officer, and created an independent Compliance Department to help coordinate compliance across subsidiaries. The Risk Management and Compliance Officer and her team oversee implementation of the new compliance program and liaise on a weekly basis with compliance managers at each subsidiary.

 

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In instances where the Independent Committee identified contracts where irregularities may have occurred, Eletrobras evaluated those contracts and internal investigations and, when applicable, suspended those contracts. Eletrobras also took applicable administrative measures in relation to employees and officers involved in the irregularities identified by the investigation, including, when applicable, the suspension or termination of employees.

The Independent Investigation team has completed the investigation designed to identify misstatements to the Company’s consolidated financial statements. The Independent Investigation team is still in the process of performing some procedures, focusing on internal compliance matters. The Company will continue to implement compliance procedures following the conclusion of the investigation. Based on our current knowledge, the Company does not expect these additional procedures provide any additional relevant information that would materially impact its consolidated financial statements in future periods.

The investigations under Lava Jato are also still ongoing, however, and the Brazilian Federal Prosecutors Office may take a considerable amount of time to conclude its procedures. Therefore, new relevant information may be disclosed in the future, which could cause Eletrobras to recognize additional adjustments in its consolidated financial statements. The final reports from the Independent Investigation include certain findings with their related qualitative and estimated quantitative financial statements impacts (disclosure and/or accounting) in some but not all of the power generation projects included in the scope of the investigation. The Independent Investigation reports determined overpricing related to bribery and bid-rigging (a form of fraud in which a commercial contract is promised to one party even though for the sake of appearance several other parties also present a bid. This practice is illegal in most countries) activities deemed to be of an illicit nature in some contracts, since 2008, with certain contractors and suppliers of the affected projects. The range of bribery estimated impacts is from 1% to 6% of the contract price and certain other fixed amounts, and the bid-rigging estimated impact is 10% of payments related to one specific contract (R$ 16 million). The impacts of the Independent Investigation findings on the consolidated financial statements are presented in note 4 to the consolidated financial statements under item “Impacts on the Consolidated Financial Statements”.

The Independent Investigation includes findings related to bid-rigging and bribes that would have been paid by certain contractors and suppliers hired by subsidiaries of the Company, as well as certain contractors and suppliers of some of the SPEs not controlled by the Company.

The Independent Investigation includes findings related to bribes that would have been received by certain former personnel or personnel of subsidiaries or SPEs not controlled by the Company. The actions taken by the Company with respect to these people are mentioned below.

The Independent Investigation discovered bribes used to fund improper payments to political parties, elected officials or other public officials, individual contractor personnel, former personnel of subsidiaries or SPEs of Eletrobras and other individuals involved in payment schemes. Most of the alleged improper payments were made by the contractors and suppliers and by intermediaries acting on behalf of those contractors and suppliers.

In addition, the final reports from the Independent Investigation include separate findings related to possible overpricing on some of the power generation projects included within its scope of investigation. As the Independent Investigation did not conclude that such possible overpricing was caused by unlawful activity, the Company’s management does not believe that this possible overpricing would impact its consolidated financial statements.

The Independent Investigation also includes recommendations of remedial actions to be considered by the Company. The actions taken by the Company taking into consideration such recommendations are included below.

To determine the impacts to be recognized or disclosed in the Company’s financial statements, management took into consideration the conclusions reached and findings identified by the Independent Investigation, as included on each one of the final investigation reports issued for the purpose of the financial statements which were approved by the Independent Commission and those in charge of the Company’s governance, namely, the Board of Directors, the Audit Committee (Fiscal Council) and the Board of Executive Officer. The Company concluded that, under International Accounting Standard IAS 16 – Property, Plant and Equipment, the amounts attributable to overpricing due to bribes and/or to bid-rigging deemed to be of an illicit nature, should not have been capitalized as part of the cost of its property, plant and equipment – PP&E or to in PP&E of its SPEs not controlled by the Company. Those amounts that had been capitalized as part of the contract price are not a cost attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

However, the Company is unable to determine each of the periods prior to 2014 in which the adjustments should be recorded its consolidated financial statements because of the following:

 

    The information made available to the Company by the Independent Investigation or otherwise available to the Company identifies the contractors and suppliers involved in the overpricing scheme and a range period of time it was in effect and indicates certain affected contracts, but does not specify individual contractual payments that include overcharges or the reporting periods in which overpayments may have occurred (the investigation reports and findings determined that there was no reasonable basis to establish or estimate the specific periods and the amounts of overpricing that occurred);

 

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    As most of these alleged overpayments were made by outside contractors and suppliers, we cannot identify the exact amounts and periods that the Company may have overpaid. The information to determine the amount by which the Company was potentially overcharged by these contractors and suppliers is not contained within the Company’s accounting records or internal control systems. Also, the information used in this investigation is limited to the Company’s internal information, and that of its subsidiaries and SPEs not controlled by the Company, did not provide sufficient information to determine the amounts of such overpayments prior to 2014 and a period by period basis.;

 

    Because the alleged overpayments are of an illicit nature, even though the depositions available to the investigation team revealed certain information that allowed the total estimate to be made, they did not provide sufficient information to determine the periods prior to 2014 when the overpayments have occurred, and specific records of these activities are not expected to be available; and

 

    The investigation underway by the Brazilian authorities is focused on determining the involvement of the people under investigation with illegal acts, and not on obtaining quantitative information on each one of the prior periods. In addition, Brazilian legislation does not allow unrestricted access to internal records and documents of suppliers in civil lawsuits and, therefore, we do not expect to have information with respect to prior periods.

As previously discussed, there is not sufficient information to allow the Company to determine the specific period during which the Company made specific overpayments, thus the Company understands that, after exhausting all reasonable efforts, it is impracticable to determine the period-specific effects prior to 2014 of the overpayments on its consolidated financial statement, accordingly, the adjustment for the overpayments incorrectly capitalized was recognized in 2014. The Company believes this approach is the most appropriate pursuant to the requirements of IFRS for the correction of an error.

In addition, the Company has evaluated the materiality of the impact of the payment scheme on prior periods presented in its financial statements for comparative purposes considering the allocation of the payments, since 2008, in order to estimate the allocation on a pro rata basis out of each of the actual contract payments and capitalized correspondingly. The allocation exercise indicated adjustment of the overpayment that was improperly capitalized would not have been material to any of the prior periods presented for comparative purposes.

Then, applying IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, due to the impracticability of the identification of the adjustments by each prior period affected, the Company adjusted the estimated amounts of illegal payments for periods prior to 2015 in the current period (2014).

For the amounts attributable to illegal payments identified by the Company which relate to contracts/amendments entered after December 31, 2014, they have been adjusted in 2015 consolidated financial statements.

The Company did not identify any amounts after December 31, 2015 that may have been affected by the overpricing scheme.

Due to the length of, the Company expensed the total of R$ 195.1 million of capitalized costs representing estimated amounts that Eletrobras subsidiaries overpaid for the acquisition of property, plant and equipment since 2008 of which includes R$ 132.4 million and, as a result, a reversal of impairment provision recognized in 2014.. Likewise, the Company recognized a loss of R$ 91.5 million in its results of equity method investments related to certain equity investees (SPEs not controlled by the Company). The amounts included both the findings from the final reports of the Hogan Lovells independent investigation and also the corresponding borrowing costs and other capitalized charges.

Additionally, based on the final reports of the Independent Investigation relating to financial and accounting matters, the Company expensed in 2015 R$ 16.0 million related to contracts/amendments entered after December 31, 2014, of which R$ 11.5 million was related to a reversal of a previously recognized impairment provision.

These amounts were not reported in the Company’s consolidated financial statements for the years ended December 31, 2014 and December 31, 2015, filed in Brazil with the CVM, as those statements have a different date of authorization for issue, which results in certain events being recorded in different periods in these two sets of consolidated financial statement. An English translation of the 2015 financial statements as filed in Brazil was furnished to the Securities and Exchange Commission (SEC) on Form 6-K on April 26, 2016 and an English translation of our

 

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annual report for 2015 filed with the CVM in Brazil, Formulário de Referência, was furnished to the SEC on June 6, 2016. For a further discussion of certain differences between our 2015 financial statements filed with the CVM in Brazil and our 2015 consolidated financial statements included herein, see “Presentation of Financial and Other Information”.

Under Brazilian income tax legislation, amounts related to illegal acts are not recoverable, and accordingly, the adjustment does not have any income tax impact. Also, as the findings from the Independent Investigation relate to assets under construction, there is no depreciation expense impact.

The Company did not recognize in its consolidated financial statements any effects of potential overpricing other than the estimates related to briberies activities and bid-rigging deemed to be of an illicit nature, as the Independent Investigation did not conclude that such potential overpricing is linked to any illicit activity.

The Company has not recovered and cannot estimate the recoverable amounts potentially overpaid at this time. Once and if any amounts attributable to bribery, bid-rigging or any other type of overpricing become recoverable, virtually certain to be received or are in effect received, then they will be recognized in our financial statements.

The Company believes it has taken reasonable steps to investigate the allegations relating to Lava Jato, and it will pursue relevant civil and criminal remedies.

The following sections of this annual report contain disclosures related to Operação Lava Jato:

 

    Item 3, Risk Factors, contains risks related to any potential regulatory investigations, the pending civil litigation in the US, and material weaknesses in internal control over financial reporting;

 

    Item 4, Information on the Company, contains information regarding property, plant and equipment, which could be affected by the ongoing Investigation;

 

    Item 5, Operating and Financial Review and Prospects, contains a description of line items which may be affected by the ongoing Investigation;

 

    Item 15, Controls and Procedures, contains a discussion of the implications for effectiveness of internal control over financial reporting, and for effectiveness of disclosure controls and procedures; and

 

    Item 18, Financial Statements, Note 4, item XI, Accounting Estimates and Judgements – Risks related to compliance with laws and regulations contains a description of Operação Lava Jato, and a description of the potential line items affected by this

Under its code of ethics, the Company does not tolerate corruption or other any illegal business practices of its employees, contractors or suppliers, and it has therefore undertaken a number of initiatives involving its business activities and its corporate governance system.

With respect to material weakness related to our internal controls over financial reporting we would like to clarify that:

(i) in relation to the controls of the Company over the financial reporting process, the Company did not maintain an effective control environment, especifically regarding the lack of timely remedial actions related to previous years, including the proper execution of management review controls comprising completeness analysis, materiality threshold definition and accuracy determination of data to certain controls reviewed;

(ii) the Company did not maintain adequate controls regarding the preparation of the financial statements and related disclosures, including related parties transaction reconciliation; monitoring controls regarding the financial situation and the related accounting reflects of the transactions made with suppliers (Furnas); and analysis, reconciliation and monitoring of consumed fuel (Amazonas);

 

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(iii) the Company did not maintain effective internal controls regarding the adequate monitoring of the investments in specif purpose entities (SPEs), as well as for the related parties transactions, including failure to identify and monitor the physical and financial execution of the relevant investment projects evaluated under the equity method, lack of technical and financial terms review related to construction contracts before the bid process, adequate analysis of the proposals made by suppliers and lack of evaluation and monitoring of progress and budget of projects;

(iv) the Company did not have effective internal controls over the Risk, Corruption Prevention and Compliance Program, considering the requirements of the North American legislation (FCPA - Foreign Corrupt Practices Act) and also of the Brazilian legislation (Law 12.846/2013 - anti-corruption law);

(v) the Company did not maintain adequate internal controls that would avoid management override to the high level controls, including failure to communicate and to obtain adherence to the ethical values prescribed in the Company’s code of conduct, and an ineffective whistleblower channel due to inadequate comprehensiveness controls; and

(vi) ineffective controls related to payments and capitalization of fixed assets, that would result in future economic benefits as well as the approvals related to internal controls over the capitalization process.

In order to remedy the material weakness related to our internal controls over financial reporting and implementing a compliance program, our new Board of Directors, together with our new CEO, are currently developing a series of measures and initiatives called the Eletrobras 5 Dimensions Program. The “Eletrobras 5 Dimensions Program” is a company-wide plan that we are developing at the Board of Directors and senior management level and implementing throughout the Company, including its subsidiaries, in order to comply with international corporate governance standards, laws and regulations, including the U.S. Sarbanes-Oxley Act of 2002, the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), the Brazilian Anticorruption Law (Law no. 12,846/2013), the rules and guidelines issued by the U.S. Securities and Exchange Commission (SEC), the Brazilian Securities Commission (CVM), the Brazilian Institute of Corporate Governance (IBGC) and the Organisation for Economic Co-operation and Development (OECD), among others.

The program seeks to:

 

    Develop a new compliance-focused company culture;

 

    Periodic risk assessment;

 

    Internal policies and Procedures improvement (hot lines, Code of Ethics review, independent whistleblower channel, compliance program manual, contractual clauses review, due diligence for suppliers, background check procedures and investments manual review);

 

    Internal promotion of improvement activities and training; and

 

    Continuous monitoring, internal audit process for compliance procedures, remediation and corrective action for investigation findings.

For a further description of the “Eletrobras 5 Dimensions Compliance Program”, see item 15 below of this Form 20-F.

 

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this annual report, unless otherwise indicated or the context otherwise requires, all references to “we,” “our,” “ours,” “us” or similar terms refer to Centrais Elétricas Brasileiras S.A. – Eletrobras and its consolidated subsidiaries.

We prepare our consolidated annual financial statements in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

For certain statutory purposes, such as providing reports to our shareholders located in Brazil and determining dividend payments, other profit distributions and tax liabilities in Brazil, we also prepare, as is required, a parent company and consolidated statutory financial statements in accordance with accounting practices adopted in Brazil and with IFRS as issued by the IASB, which must be approved by our shareholders general ordinary meeting and filed with the Brazilian Exchange Commission (Comissão de Valores Mobiliários - CVM) within three months after the year end to comply with the Brazilian Corporate Law.

As we had to postpone the filing of the financial statements included herein until we were able to quantify the effects of the Independent Investigation, as explained in the Explanatory Note. Our financial statements included herein and our statutory financial statement have a different date of authorization for issue, which results in certain events being recorded in different periods in these two sets of financial statements.

In addition to the effects of the Independent Investigation, certain other subsequent events have occurred after the year ended December 31, 2014 that have required us to make adjustments to the consolidated financial statements as of and for the year then ended, which have been authorized for issuance on October 10, 2016 and are included herein.

Since the consolidated financial statements for statutory purposes had already been issued in Brazil, these events have been recorded in periods that are different than those being considered for purposes of the financial statements included herein.

Our 2015 consolidated financial statements included herein include the accounting of three subsequent events that have a quantitative impact under IAS 10 – Events after the Reporting Period, as they provided evidence of conditions that existed at the reporting date. First, our 2014 and 2015 consolidated financial statements reflect the conclusions of the Investigations which resulted, respectively, in the expensing of costs of R$ 195.127 million and R$ 15.996 million that had been improperly capitalized to our assets and a reversal of impairment losses recorded of R$ 132.443 million and R$ 11.514 million, respectively. Likewise, in 2014, the Company recognized a loss of R$ 91.464 million in its results of equity method investments related to a certain equity investee not controlled by the Company, as mentioned on Note 4.XI to the financial statements. Second, at the time we filed our 2014 statutory financial statements with the CVM on March 30, 2015, we had made certain estimates with respect to the value of some claims against Eletrobras with respect to the inflation component in the compulsory loans contingencies. In the 4th quarter of 2015 there was an adverse decision by the Brazilian Supreme Court that required us to revise and add R$ 4.141 billion to our estimates relating to this matter. This additional provision was recorded as an adjusting event in our 2014 financials included in this annual report. Third, our 2014 financial statements included herein reflect the reversal of a R$ 1.1 billion provision that we had recorded in our 2015 statutory financial statements filed with the CVM in view of the November 2015 judicial decision that conceded the merit to the ICMS (value added tax) reimbursement claim dispute in favor to our subsidiary Amazonas Distribuidora, as a subsequent adjusting event that brought information about facts and circumstances existing as of December 31, 2014. In our statutory financial statements filed with the CVM, we reflected the second and third adjustments above in our 2015 financial statements and the first one will be recognized in our 2016 statutory financial statements and in the 2016 third quarter interim financial statement to be filed with CVM. We have no intention to restate or adjust our 2014 or 2015 financial statements filed with the CVM in Brazil, which speak as of their respective date of authorization for its issue.

 

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The table set forth below describes the differences between our 2015 statutory Brazilian Consolidated Financial Statements filed with the CVM and our 2015 Consolidated Financial Statements included herein:

 

     12/31/2015      12/31/2014  
            (R$ Thousand)  

Loss for the year under statutory Consolidated Financial Statements (CVM Filed)

     (14,953,658      (2,962,502
  

 

 

    

 

 

 

Reversal Impairment Angra 3 - 2014

     —           129,799   

Reversal Impairment Simplicio - 2014

     —           2,644   

Reversal Impairment Angra 3 - 2015

     11,514         —     

subsequent events - Compulsory Loan - 2015

     4,141,503         (4,141,503

subsequent events - Amazonas Energia - See Note 42

     (1,100,499      1,100,499   

Investigation Findings Angra 3

     (11,514      (129,799

Investigation Findings Simplicio

     —           (2,644

Investigation Findings Maua 3

     (4,482      (62,684

Investigation Findings - equity (SPEs)

     —           (91,464
  

 

 

    

 

 

 

Total

     3,036,522         (3,195,151
  

 

 

    

 

 

 

Loss for the year under Consolidated Financial Statements (SEC Filed)

     (11,917,136      (6,157,653
  

 

 

    

 

 

 

On September 26, 2014, our shareholders approved the acquisition of a 50.9% interest in CELG-D. This transaction closed on January 27, 2015 when we disbursed R$ 59.5 million in respect of the acquisition. Accordingly, the balance sheet of CELG-D is fully consolidated into our balance sheet as of December 31, 2014 and the results of operations and cash flows of CELG-D are fully consolidated into our income statement and cash flows from October 1, 2014. On May 13, 2015, the Brazilian Government enacted Decree No. 8,449, which included CELG-D in the National Privatization Program (PND, or Programa Nacional de Desestatização). Accordingly, Celgpar and we deposited our shares of CELG-D with the National Privatization Fund (FND, or Fundo Nacional de Desestatização). Our shareholders’ meeting held on December 28, 2015, approved the sale of our shares of CELG-D and since then CELG D has been available for sale. The privatization process was expected to be arranged by BM&FBOVESPA and to be held in the first half of 2016. However, the Commission of Bidding relating to the Privatization Auction of CELG-D, designated by the Ordinance PRESI 093/2016 – BNDES of June 29, 2016, announced on August 2016 that the bid was considered cancelled due to lack of bidders. Accordingly, the Investments Partnership Program of the Presidency of the Republic (Programa de Parceria de Investimentos da Presidência da República – PPI) reviewed, on September 14, 2016, the privatization conditions approved by the National Council on Privatization (“CND”) and BNDES, in order to launch a new bid in 2016 to privatize CELG D. The Board of Investment Partnerships Program of the Federal Government approved the Resolution 7/2016 in which are being listed the new minimum conditions and new price for sale, by Eletrobras, of its shareholding participation in CELG Distribuição S.A (“Celg-D”). The new market value approved by the PPI for CELG D is R$ 4.448 billion (four billion, four hundred forty-eight million). However, considering the debts and other liabilities in the amount of R$ 2.656 billion (two billion, six hundred fifty-six million), as of June 2016, the net value of CELG D is R$ 1.792 billion (one billion, seven hundred ninety-two million). In the privatization process, Eletrobras intends to sell its entire stake in CELG D, equivalent to 50.9% of the share capital. The shareholders of Eletrobras are invited to attend the Extraordinary General Meeting to be held on October 24, 2016 to deliberate about this sale.

During the Extraordinary General Meeting of Shareholders held on July 22, 2016, the shareholders approved not to renew the concessions of Companhia Energética do Piaui - CEPISA; Companhia Energética de Alagoas - CEAL; Companhia de Eletricidade do Acre - ELETROACRE; Centrais Elétricas de Rondônia S.A - CERON; Boa Vista Energia S.A.; and Amazonas Distribuidora de Energia and that by December 31, 2017 Eletrobras will transfer the control of these distributions. Once the company decides about the conditions about this sales, the distribution segment may be classified as discontinued operations, based on IFRS 5.

We revised our consolidated financial statements as of and for the year ended December 31, 2013. Subsequent to the issuance of our 2013 consolidated financial statements, which were originally approved for issuance by the Board of Directors on March 27, 2014, our management determined that the measurement of our finance leasing had to be corrected for an error. As a result, the consolidated financial statements have been revised and corrected in specific lines of the balance sheet and income statement from the amounts previously reported to reflect the assets and liabilities at the adjusted present value of the minimum lease payments. . The effects of this

 

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revision had no material impact on our net loss for the periods. See note 3.29 to our consolidated financial statements for the year ended December 31, 2014 for a description of the adjustment and its impact on our consolidated financial statements. Our financial information as of and for the years ended December 31, 2015, 2014 and 2013 reflects the effects of the adjustment and these consolidated financial statements are fully comparable. In 2013, we applied IFRS 11(Joint Arrangements) beginning on January 1, 2012, based on the issued amendments to IFRS 10, IFRS 11 (Joint Arrangements) and IFRS 12 revising the transition guidance to provide relief from full retrospective application.

In this annual report, the term “Brazil” refers to the Federative Republic of Brazil and the phrase “Brazilian Government” refers to the federal government of Brazil. The term “Central Bank” refers to the Central Bank. The terms “real” and “reais” and the symbol “R$ “ refer to the legal currency of Brazil. The terms “U.S. dollar” and “U.S. dollars” and the symbol “U.S.$” refer to the legal currency of the United States of America.

Certain figures in this document have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Terms contained within this annual report have the following meanings:

 

    Amazonas Energia, which engaged in generation, transmission and distribution in the State of Amazonas until 2015 when our shareholders approved its corporate split into Amazonas D and Amazonas GT;

 

    Amazonas D or Amazonas Energia Distribuição: Amazonas Distribuidora de Energia S.A, a distribution company wholly owned by Eletrobras and operating in the State of Amazonas;

 

    Amazonas GT or Amazonas Energia Geração e Transmissão: Amazonas Geração e Transmissão de Energia S.A., a generation and transmission company wholly owned by Eletrobras and operating in the State of Amazonas;

 

    ANDE: Administración Nacional de Electricidad;

 

    ANEEL: Agência Nacional de Energia Elétrica, the Brazilian Electric Power Agency;

 

    Average tariff or rate: total sales revenue divided by total MWh sold for each relevant period, including unbilled electricity. Total sales revenue, for the purpose of computing average tariff or rate, includes both gross billings before deducting VAT and other taxes and unbilled electricity sales upon which such taxes have not yet accrued;

 

    Basic Network: interconnected transmission lines, dams, energy transformers and equipment with voltage equal to or higher than 230 kV, or installations with lower voltage as determined by ANEEL;

 

    BNDES: Banco Nacional de Desenvolvimento Econômico e Social, the Brazilian Development Bank;

 

    Boa Vista Energia, formally known as Boa Vista Energia S.A., a distribution company operating in the city of Boa Vista, in the State of Roraima;

 

    Brazilian Corporate Law: Law No. 6,404 of December 15, 1976, as amended;

 

    Capacity charge: the charge for purchases or sales based on contracted firm capacity whether or not consumed;

 

    CCC AccountConta de Consumo de Combustível, or Fuel Consumption Account;

 

    CCEAR: Contratos de Comercialização de Energia no Ambiente Regulado, contracts for the commercialization of energy in the Regulated Market;

 

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    CCEE: Câmara de Comercialização de Energia Elétrica, the Brazilian electric energy trading chamber;

 

    CDE Account: Conta de Desenvolvimento Energético, the energy development account;

 

    CEALCompanhia Energética de Alagoas, a distribution company operating in the State of Alagoas (Ceal);

 

    CELG-DCELG-Distribuição S.A., a distribution subsidiary of Eletrobras;

 

    CepelCentro de Pesquisas de Energia Elétrica, a research center of the Brazilian electric sector;

 

    CEPISACompanhia Energética de Piauí, a distribution company operating in the State of Piauí (Cepisa);

 

    CERONCentrais Elétricas de Rondônia, a distribution company operating in the State of Rondônia (Ceron);

 

    CGTEE: Companhia de Geração Térmica de Energia Elétrica, a generation subsidiary of Eletrobras;

 

    Chesf: Companhia Hidro Elétrica do São Francisco, a generation and transmission subsidiary of Eletrobras;

 

    CMNConselho Monetário Nacional, the highest authority responsible for Brazilian monetary and financial policy;

 

    CNENComissão Nacional de Energia Nuclear S.A., the Brazilian national commission for nuclear energy;

 

    CNPEConselho Nacional de Política Energética, the advisory agency to the President of the Republic of Brazil for the formulation of policies and guidelines in the Energy sector;

 

    Concessionaires or concessionaire companies: companies to which the Brazilian Government transfers rights to supply electrical energy services (generation, transmission, distribution) to a particular region in accordance with agreements entered into between the companies and the Brazilian Government pursuant to Law No. 8,987 (dated February 1995), as amended, and Law No. 9,074 (the Power Sector Law, dated July 7, 1995), as amended (together, the “Concessions Laws”);

 

    Distribution: the transfer of electricity from the transmission lines at grid supply points and its delivery to consumers through a distribution system. Electricity reaches consumers such as residential consumers, small industries, commercial properties and public utilities at a voltage of 220/127 volts;

 

    Distributor: an entity supplying electrical energy to a group of customers by means of a distribution network;

 

    DNAEEDepartamento Nacional de Águas e Energia Elétrica, the Brazilian national department of water and electrical energy;

 

    Electricity Regulatory Law: Law No. 10,848 (Lei do Setor Elétrico), enacted on March 15, 2004, as amended, and which regulates the operations of companies in the electricity industry;

 

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    Eletroacre: Companhia de Eletricidade de Acre, a distribution company operating in the State of Acre (Eletroacre);

 

    Eletrobras Participações S.A., a holding company subsidiary created to hold equity investments (formerly, Light Participações S.A. – LightPar);

 

    Eletrobras: Centrais Elétricas Brasileiras S.A. – Eletrobras;

 

    EletronorteCentrais Elétricas do Norte do Brasil S.A., a generation and transmission subsidiary of Eletrobras;

 

    EletronuclearEletrobras Termonuclear S.A., a generation subsidiary of Eletrobras;

 

    EletrosulEletrosul Centrais Elétricas S.A., a generation and transmission subsidiary of Eletrobras;

 

    Energy charge: the variable charge for purchases or sales based on actual electricity consumed;

 

    Environmental Crimes Act: Law No. 9,605, dated February 12, 1998, as amended;

 

    Final consumer (end user): a party who uses electricity for its own needs;

 

    FNDFundo Nacional de Desestatização, the national privatization fund;

 

    Free consumers: customers that were connected to the system after July 8, 1995 and have a contracted demand above 3 MW at any voltage level; or customers that were connected to the system prior to July 8, 1995 and have a contracted demand above 3 MW at voltage level higher than or equal to 69 kV;

 

    Free Market or ACL: Ambiente de Contratação Livre, the Brazilian unregulated energy market;

 

    FurnasFurnas Centrais Elétricas S.A., a generation and transmission subsidiary of Eletrobras;

 

    GCE: Câmara de Gestão da Crise de Energia Elétrica, the Brazilian energy crisis management chamber;

 

    Gigawatt (GW): one billion watts;

 

    Gigawatt hour (GWh): one gigawatt of power supplied or demanded for one hour, or one billion watt hours;

 

    High voltage: a class of nominal system voltages equal to or greater than 100,000 volts (100 kVs) and less than 230,000 volts (230 kVs);

 

    Hydroelectric plant or hydroelectric facility or hydroelectric power unity (HPU): a generating unit that uses water power to drive the electric generator;

 

    IFRS: International Financial Reporting Standards as issued by the International Accounting Standards Board;

 

    IGP-MÍndice Geral de Precos-Mercado, the Brazilian general market price index, similar to the retail price index;

 

    Installed capacity: the level of electricity which can be delivered from a particular generating unit on a full-load continuous basis under specified conditions as designated by the manufacturer;

 

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    Interconnected Power System or SINSistema Interligado Nacional, systems or networks for the transmission of energy, connected together by means of one or more links (lines and/or transformers);

 

    Isolated system: generation facilities not connected to the SIN;

 

    ItaipuItaipu Binacional, the hydroelectric generation facility owned equally by Brazil and Paraguay;

 

    Kilovolt (kV): one thousand volts;

 

    Kilowatt (kW): 1,000 watts;

 

    Kilowatt Hour (kWh): one kilowatt of power supplied or demanded for one hour;

 

    Megawatt (MW): one million watts;

 

    Megawatt hour (MWh): one megawatt of power supplied or demanded for one hour, or one million watt hours;

 

    Mixed capital company: pursuant to Brazilian Corporate Law, a company with public and private sector shareholders, but controlled by the public sector;

 

    MMEMinistério de Minas e Energia, the Brazilian Ministry of Mines and Energy;

 

    National Environmental Policy Act: Law No. 6,938, dated August 31, 1981, as amended;

 

    Northeast region: the States of Alagoas, Bahia, Ceará, Maranhão, Paraíba, Pernambuco, Piauí, Rio Grande do Norte and Sergipe;

 

    ONS: Operador Nacional do Sistema Elétrico, the national system operator;

 

    Power Sector Law: Law No. 9,074 of July 7, 1997, as amended;

 

    ProcelPrograma Nacional de Combate ao Desperdício de Energia Elétrica, the national electrical energy conservation program;

 

    ProinfaPrograma de Incentivo às Fontes Alternativas de Energia, the program for incentives to develop alternative energy sources;

 

    Regulated Market or ACR: Ambiente de Contratação Regulada, the Brazilian regulated energy market;

 

    RGR FundReserva Global de Reversão, a fund we administer, funded by consumers and providing compensation to all concessionaires for non-renewal or expropriation of their concessions used as source of funds for the expansion and improvement of the electrical energy sector;

 

    Selic rate: an official overnight government rate applied to funds traded through the purchase and sale of public debt securities established by the special system for custody and settlement;

 

    Small Hydroelectric Power Plants or PCHsPequena Central Hidrelétrica, hydroelectric power plants with capacity from 1 MW to 30 MW;

 

    Substation: an assemblage of equipment which switches and/or changes or regulates the voltage of electricity in a transmission and distribution system;

 

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    TFSEETaxa de Fiscalização de Serviços de Energia Elétrica, the fee for the supervision of electricity energy services;

 

    Thermoelectric plant or thermoelectric power unity (TPU): a generating unit which uses combustible fuel, such as coal, oil, diesel natural gas or other hydrocarbon as the source of energy to drive the electric generator;

 

    Transmission: the bulk transfer of electricity from generating facilities to the distribution system at load center station by means of the transmission grid (in lines with capacity between 69 kV and 525 kV);

 

    TWh: Terawatt hour (1,000 Gigawatt hours);

 

    U.S. GAAP: generally accepted accounting principles in the United States;

 

    UBP Fund: Fundo de Uso de Bem Público, the public asset use fund;

 

    Volt (V): the basic unit of electric force analogous to water pressure in pounds per square inch; and

 

    Watt: the basic unit of electrical power.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This annual report includes certain forward-looking statements, including statements regarding our intent, belief or current expectations or those of our officers with respect to, among other things, our financing plans, trends affecting our financial condition or results of operations and the impact of future plans and strategies. These forward-looking statements are subject to risks, uncertainties and contingencies including, but not limited to, the following:

 

    general economic, regulatory, political and business conditions in Brazil and abroad;

 

    interest rate fluctuations, inflation and the value of the real in relation to the U.S. dollar;

 

    changes in volumes and patterns of customer electricity usage;

 

    competitive conditions in Brazil’s electricity generation, transmission and distribution markets;

 

    the effects of competition;

 

    our level of debt and ability to obtain financing;

 

    the likelihood that we will receive payment in connection with account receivables;

 

    changes in rainfall and the water levels in the reservoirs used to run our hydroelectric power generation facilities;

 

    our financing and capital expenditure plans;

 

    our ability to serve our customers on a satisfactory basis;

 

    existing and future governmental regulation as to electricity rates, electricity usage, competition in our concession area and other matters;

 

    our ability to execute our business strategy, including our growth strategy;

 

    adoption of measures by the granting authorities in connection with our concession agreements;

 

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    changes in other laws and regulations, including, among others, those affecting tax and environmental matters;

 

    future actions that may be taken by the Brazilian Government, our controlling shareholder;

 

    the outcome of the ongoing corruption Investigations and any new facts or information that may arise in relation to Operação Lava Jato, including any accounting, legal, reputational and political effects;

 

    the outcome of our tax, civil and other legal proceedings, including class actions or enforcement or other proceedings brought by governmental and regulatory agencies; and

 

    other risk factors as set forth under “Item 3.D, Risk Factors.”

The forward-looking statements referred to above also include information with respect to our capacity expansion projects that are in the planning and development stages. In addition to the above risks and uncertainties, our potential expansion projects involve engineering, construction, regulatory and other significant risks, which may:

 

    delay or prevent successful completion of one or more projects;

 

    increase the costs of projects; and

 

    result in the failure of facilities to operate or generate income in accordance with our expectations.

The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements as a result of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking information, events and circumstances discussed in this annual report might not occur. Our actual results and performance could differ substantially from those anticipated in our forward-looking statements.

 

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

Background

The tables below present our selected financial data as of and for years ended December 31, 2015, 2014, 2013, 2012 and 2011. Our selected financial data as of December 31, 2015 and 2014 and for the three years ended December 31, 2013 were derived from our consolidated financial statements, which appear elsewhere in this annual report prepared in accordance with IFRS, as issued by the IASB. As in “Presentation of Financial and Other Information” and in further detail in note 3.29 to our audited consolidated financial statements, we also revised our selected financial data as of and for the year ended December 31, 2013 and 2012 as a result of an adjustment to reflect the assets and liabilities at the remeasured present value of the minimum lease payments.] You should read our selected financial data in conjunction with our consolidated financial statements and the related notes included in this annual report. Our selected financial data as of December 31, 2012 and 2011 and for the year ended December 31, 2011 were derived from our audited consolidated financial statements that are not included in this annual report. Because we did not restate these consolidated financial statements, and the related financial data to reflect the adoption of IFRS 11 at January 1, 2013, they are not comparable to our consolidated financial statements and the financial data as of and for the years ended December 31, 2015, 2014, 2013 and 2012. Following the completion of the Internal Investigation, the Company will continue to implement compliance procedures. Based on the findings to date, the Company does not expect these additional procedures to materially impact its financial statements in future periods.

On September 26, 2014, our shareholders approved the acquisition of a 50.9% interest in CELG-D. This transaction closed on January 27, 2015 from R$ 59.5 million. Accordingly, the balance sheet of CELG-D is fully consolidated into our balance sheet as of December 31, 2014 and the results of operations and cash flows of CELG-D are fully consolidated into our income statement and cash flows from October 1, 2014. On May 13, 2015, the Brazilian Government enacted Decree No. 8,449, which included CELG-D in the National Privatization Program (PND, or Programa Nacional de Desestatização). Accordingly, Celgpar and we deposited our shares of CELG-D with the National Privatization Fund (FND, or Fundo Nacional de Desestatização). Our shareholders’ meeting held on December 28, 2015, approved the sale of our shares of CELG-D and since then CELG D has been available for sale. The privatization process was expected to be arranged by BM&FBOVESPA and to be held in the first half of 2016. However, the Commission of Bidding relating to the Privatization Auction of CELG-D, designated by the Ordinance PRESI 093/2016 – BNDES of June 29, 2016, announced on August 2016 that the bid was considered cancelled due to lack of bidders. Accordingly, the Investments Partnership Program of the Presidency of the Republic reviewed, on September 14, 2016, the privatization conditions approved by the National Council on Privatization (“CND”) and BNDES, in order to launch a new bid in 2016 to privatize CELG D. The Board of Investment Partnerships Program of the Federal Government approved the Resolution 7/2016 in the which is being listed the new minimum conditions and new price for sale, by Eletrobras, of its shareholding participation in CELG Distribuição S.A (“Celg-D”). The new market value approved by the PPI for CELG D is R$ 4.448 billion (four billion, four hundred forty-eight million). However, considering the debts and other liabilities in the amount of R$ 2.656 billion (two billion, six hundred fifty-six million), as of June 2016, the net value of CELG D is R$ 1.792 billion (one billion, seven hundred ninety-two million). In the privatization process, Eletrobras intends to sell its entire stake in CELG D, equivalent to 50.9% of the share capital. The shareholders of Eletrobras are invited to attend the Extraordinary General Meeting to be held on October 24, 2016 to deliberate about this sale. Since January 2016, Eletrobras is no longer consolidating the results of operations and cash flows of CELG-D.

 

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During the Extraordinary General Meeting of Shareholders held on July 22, 2016, the shareholders approved not to renew the concessions of CEPISA; CEAL; ELETROACRE; CERON; BOA VISTA ENERGIA; and AMAZONAS ENERGIA and that by December 31, 2017 Eletrobras will transfer the control of these distributions. Once the company decides about the conditions about this sales, the distribution segment may be classified as discontinued operations, based on IFRS 5.

The following paragraphs discuss some important features of the presentation of the selected financial data and our consolidated financial statements. These features should be considered when evaluating the selected financial data.

A. Selected Financial Data

Consolidated Balance Sheet Data

 

     As of December 31,  
     2015     2014      2013(1)      2012(1)      2011(2)  
     (R$ thousands)  

Assets:

             

Cash and cash equivalents

     1,393,973        1,407,078         3,597,583         2,501,515         3,109,844   

Marketable securities

     6,842,774        3,730,345         6,095,908         6,352,791         11,031,953   

Accounts Receivable

     4,137,501        4,427,216         3,587,282         4,082,695         4,069,402   

Financial asset of concession agreements

     965,212        3,437,521         1,168,002         318,293         1,271,365   

Loans and financings

     3,187,226        2,696,021         2,838,503         2,611,830         2,622,304   

Reimbursement rights

     2,265,242        3,673,639         10,910,073         7,302,160         3,498,606   

Indemnifications – Law 12,783

     —          3,738,295         3,476,495         8,882,836         —     

Assets helds for sale

     4,623,785        —           —           —           —     

Other Receivables

     6,021,683        7,441,078         7,405,987         9,817,716         8,364,697   

Total current assets

     29,437,396        30,551,193         39,079,834         41,869,836         33,968,171   

Total non-current assets

     120,049,383        113,926,357         99,514,556         100,784,392         105,435,645   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

     149,486,779        144,477,550         138,594,389         142,654,228         139,403,816   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities and shareholders’ equity:

             

Current liabilities

     28,099,643        19,284,008         25,620,305         25,232,091         21,130,177   

Non-current liabilities

     79,806,543        71,540,193         51,396,788         49,352,870         41,057,471   

Capital stock

     31,305,331        31,305,331         31,305,331         31,305,331         31,305,331   

Other shareholders’ equity

     10,275,262        22,348,018         30,271,965         36,763,936         45,910,837   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities and shareholders’ equity

     149,486,779        144,477,550         138,594,389         142,654,228         139,403,816   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Non-controlling interest

     (352,792     308,949         195,198         196,648         372,659   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) We revised our consolidated financial statements as of and for the year ended December 31, 2013 and 2012. See note 3.29 to our consolidated financial statements for a description of the adjustment and its impact on our consolidated financial statements. Our financial information as of and for the years ended December 31, 2015, 2014, 2013 and 2012 reflects the effects of the adjustment and these consolidated financial statements are fully comparable.
(2) We have not revised data for 2011 to reflect the adoption of IFRS 11 at December 31, 2013.

Consolidated Statements of Profit and Loss Data

 

     For the year ended December 31,  
     2015     2014     2013(1)     2012(1)     2011(2)  
     (R$ thousands)  

Net operating revenue

     32,588,838        30,137,807        23,835,644        28,014,296        29,532,744   

Operating expenses / costs

     (42,612,287     (33,786,137     (29,215,079     (27,652,911     (25,389,902

Investigation Findings

     (15,996     (195,127     —          —          —     

Financial result

     (1,699,025     694,625        376,684        1,839,213        234,453   

Result/(loss) before participation in associates and other investments

     (11,738,470     (3,148,832     (5,002,751     2,200,598        4,056,037   

Result of participation in associates and other investments

     531,446        (1,308,304     177,768        612,202        482,785   

Income/(loss) before effects of Law 12,783

     (11,207,024     (4,457,135     (4,824,983     2,812,800        4,538,822   

Effects – Law 12,783

     —          —          —          (10,085,380     —     

Income/(loss) before income tax and social contribution

     (11,207,024     (4,457,135     (4,824,983     (7,272,580     4,538,822   

 

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     For the year ended December 31,  
     2015     2014     2013(1)     2012(1)     2011(2)  
     (R$ thousands)  

Income tax and Social Contribution

     (710,112     (1,700,518     (1,366,678     490,642        (776,803
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) for the year

     (11,917,136     (6,157,653     (6,191,661     (6,781,938     3,762,019   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Attributable to controlling shareholders

     (11,405,085     (6,226,206     (6,186,949     (6,735,202     3,732,565   

Attributable to non-controlling shareholders

     (512,051     68,553        (4,712     (46,736     29,454   

Net Income (loss) of the year per share

     (8.43     (4.60     (4.57     (4.98     2.78   

 

(1) We revised our consolidated financial statements as of and for the year ended December 31, 2013 and 2012. See note 3.29 to our consolidated financial statements for a description of the adjustment and its impact on our consolidated financial statements. Our financial information as of and for the years ended December 31, 2015, 2014, 2013 and 2012 reflects the effects of the adjustment and these consolidated financial statements are fully comparable.
(2) We have not revised data for 2011 to reflect the adoption of IFRS 11 at December 31, 2013.

Brazilian Corporate Law and our by-laws provide that we must pay our shareholders mandatory dividends equal to at least 25% of our adjusted net income for the preceding fiscal year. In addition, our by-laws require us to give: (i) class “A” preferred shares a priority in the distribution of dividends, at 8% each year over the capital linked to those shares; and (ii) class “B” preferred shares that were issued on or after June 23, 1969 a priority in the distribution of dividends, at 6% each year over the capital linked to those shares. In addition, preferred shares must receive a dividend 10% over the dividend paid to the common shares. For further information regarding dividend payments and circumstances in which dividend payments may not be made see “Risk Factors—Risks Relating to our Shares and ADS—You may not receive dividend payments if we incur net losses or our net profit does not reach certain levels”.

The following table sets out our declared dividends for the periods indicated:

 

     Year  
     2015(1)      2014(1)      2013(1)  
     (R$ )  

Common Shares

     —           —           0.40   

Class A Preferred Shares

     —           —²         2.18   

Class B Preferred Shares

     —           —²         1.63   

 

(1) Interest on own capital.
(2) In the Financial Statement of 31/12/2014 there was no Declared Dividends, but in our 55th Shareholders Meeting held on April 30, 2015we approved the payment of the balance of the profit reserve account in the amount of R$ 26 million in favor of our Class A Preferred shareholders and Class B Preferred shareholders.This amount was paid in 2015.

The following table sets forth a summary of dividends/interest on own capital declared per share for the periods presented, at the time declared.

Dividend per Share

 

     Declared      Paid(1)(²)      Declared      Paid(1)  
     On 12/31/2011      On 5/29/2012      On 12/31/2012      On 9/20/2013  
     R$      U.S.$      R$      U.S.$      R$      U.S.$      R$      U.S.$  

Common

     1.231779162         2.310571353         0.399210837         0.195356416         0.399210837         0.195356416         1.280047007         0.641820601   

Preferred A

     2.178256581         4.085973695         2.178256581         1.065944008         2.178256581         1.065944008         2.263612588         1.134984250   

Preferred B

     1.633692440         3.064480279         1.633692440         0.799458008         1.633692440         0.799458008         1.697709445         0.851238189   

 

     Declared      Paid(1)(²)      Declared      Paid(1)  
     On 12/31/2013      On 5/29/2014      On 12/31/2014      On 6/30/2015  
     R$      U.S.$      R$      U.S.$      R$      U.S.$      R$      U.S.$  

Common

     0.39921083663         0.17640779347         0.39921083663         0.17640779347         0,00         0,00         0,00         0,00   

Preferred A

     2.17825658673         0.96255262339         2.17825658673         0.96255262339         0,00         0,00         0,10384693436         0,03340311183   

Preferred B

     1.63369244005         0.72191446754         1.63369244005         0.72191446754         0,00         0,00         0,10384693436         0,03340311183   

 

(1) Adjusted by Selic rate variation.

 

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Exchange Controls and Foreign Exchange Rates

The Brazilian foreign exchange system allows the purchase and sale of foreign currency and the international transfer of reais by any person or legal entity, regardless of the amount, subject to certain regulatory procedures.

Since 1999, the Central Bank has allowed the real/U.S. dollar exchange rate to float freely, and since then, the real/U.S. dollar exchange rate has fluctuated considerably. Until early 2003, the value of the real declined relative to the U.S. dollar and then began to stabilize. The real appreciated against the U.S. dollar in 2004-2007. In 2008, as a result of the worsening of the global financial and economic crisis the real depreciated 31.9% against the U.S. dollar, and on December 31, 2008 the exchange rate of the real in relation to the U.S. dollar was R$ 2.34 per U.S.$1.00. In 2009, the real appreciated 25.5% against the U.S. dollar, due to improved economic conditions in Brazil. In 2010, the real appreciated 4.3% against the U.S. dollar. In 2011, the real depreciated 12.6% against the U.S. dollar. In 2012, the real depreciated 8.9% against the U.S. dollar. In 2013, the real depreciated 14.6% against the U.S. dollar. In 2014, the real depreciated 11.8% against the U.S. dollar. In 2015, the real depreciated 31.0% against the U.S. dollar. In the past, the Central Bank has intervened occasionally to control instability in foreign exchange rates. We cannot predict whether the Central Bank or the Brazilian Government will continue to allow the real to float freely or will intervene in the exchange rate market through a currency band system or otherwise. We cannot assure that the real will not continue to depreciate substantially or appreciate against the U.S. dollar in the near future.

The following table sets forth the period end, average, high and low selling rates published by the Central Bank expressed in reais per U.S.$ for the years and dates indicated.

 

     Reais per U.S. Dollar  

Year Ended

   Period-end      Average      Low      High  

December 31, 2011

     1.8758         1.6746         1.5345         1.9016   

December 31, 2012

     2.0435         1.9550         1.7024         2.1121   

December 31, 2013

     2.3426         2.1605         1.9528         2.4457   

December 31, 2014

     2.6562         2.3547         2.1974         2.7403   

December 31, 2015

     3.9048         3.3387         2.5754         4.1949   

The following table sets forth the period end, high and low commercial market/foreign exchange market selling rates published by the Central Bank expressed in reais per U.S.$ for the periods and dates indicated.

 

     Reais per U.S. Dollar  

Month

   Period end      Average      Low      High  

January 2016

     4.0428         4.0524         3.9863         4.1558   

February 2016

     3.9796         3.9737         3.8653         4.0492   

March 2016

     3.5589         3.7039         3.5589         3.9913   

April 2016

     3.4508         3.5658         3.4508         3.6921   

May 2016

     3.5951         3.5393         3.4645         3.6168   

June 2016

     3.2098         3.4245         3.2098         3.6126   

July 2016

     3.2390         3.2756         3.2298         3.3388   

August 2016

     3.2403         3.2097         3.1302         3.2733   

September 2016

     3.2462         3.2564         3.1934         3.3326   

Brazilian law provides that, whenever there is a serious imbalance in Brazil’s balance of payments or there are serious reasons to foresee a serious imbalance, temporary restrictions may be imposed on remittances of foreign capital abroad. We cannot assure you that such measures will not be taken by the Brazilian Government in the future. See “Item 3.D, Risk Factors – Risks Relating to Brazil.”

We currently maintain our financial books and records in reais. For ease of presentation, however, certain consolidated financial information contained in this annual report has been presented in U.S. dollars. See “Item 8, Financial Information.”

 

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B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Risks Relating to our Company

As a state-controlled company involved in many large infrastructure projects in Brazil, we or our employees may be accused, in the media or otherwise, of accepting illegal payments.

As a result of our NYSE listing, we are subject to the U.S. Foreign Corrupt Practices Act (as amended), or FCPA, and the disclosure requirements under the U.S. Securities Exchange Act of 1934. In addition, we are subject to broad anti-corruption legislation that has recently become effective in Brazil.

In 2009, the Federal Police commenced an investigation called “Operação Lava Jato” (Operation Car-Wash, or the Lava Jato Investigations) which, according to official sources, investigates the existence of an alleged corruption scheme involving Brazilian companies acting various sectors of the Brazilian economy, including the oil and gas sector. Since 2014, the Brazilian Federal Prosecutor’s focused part of the investigation on irregularities involving state owned companies’ contractors and suppliers and uncovered a broad payment scheme that involved a range of participants. In addition to criminal charges in Brazil, the U.S. Securities and Exchange Commission (“SEC”) and Department of Justice (“DoJ”) have also commenced investigations in relation to Operação Lava Jato (although we are not aware of any SEC or DoJ investigation with respect to Eletrobras) and a group of plaintiffs in the United States have commenced a civil class action lawsuit against us under the U.S. Securities laws. In light of these actions, the Brazilian media and the CVM have begun to question some special purpose entity and other transactions between third party contractors and us referred to in Operação Lava Jato. Members of the news media associated us with Operação Lava Jato. For more detailed information please see “Explanatory Note.

As a response to allegations of potential illegal activities appearing in the media in 2015 relating to companies that provide services to the Company’s subsidiary Eletrobras Termonuclear S.A. – Eletronuclear, a subsidiary of Centrais Elétricas Brasileiras S.A., (“Eletronuclear”) (specifically, “NTU Angra 3” nuclear power plant), and to certain SPEs that Eletrobras holds a minority stake, Eletrobras’ Board of Directors, although not required to do so, hired the law firm Hogan Lovells US LLP on June 10, 2015 to undertake an independent internal investigation for the purpose of assessing the eventual existence of irregularities, including violations of the U.S. Foreign Corruption Practice Act (FCPA), the Brazilian Anticorruption Law and the Eletrobras code of ethics (the “Independent Investigation”). The independent investigation is subject to oversight by an Independent Commission (Comissão Independente para Gestão da Investigação), whose creation was approved by Eletrobras’ Board of Directors on July 31, 2015. This Commission is composed of Ms. Ellen Gracie Northfleet, a former justice of the Brazilian Supreme Court, Mr. Durval José Soledade Santos, a former director of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários - CVM), and Mr. Manoel Jeremias Leite Caldas, the representative of minority shareholders.

The Company, Hogan Lovells and the Independent Committee have been closely monitoring the investigations and cooperating with Brazilian and United States authorities, including Federal Courts (Justiça Federal); Federal Prosecutors’ Office (Ministério Público Federal or “MPF); Brazilian Securities Commission (Comissão de Valores Mobiliários or “CVM”); Council for Economic Defense (Conselho Administrativo de Defesa Economica or “CADE”) United States Department of Justice (“DOJ”), United States Securities & Exchange Commission (“SEC”), among others, and have responded to requests for information and documents from these authorities In instances where the Independent Committee identified contracts where irregularities may have occurred, Eletrobras evaluated those contracts and internal investigations and, when applicable, suspended those contracts. Eletrobras also took applicable administrative measures in relation to employees and officers involved in the irregularities identified by the investigation, including, when applicable, the suspension or termination of employees.

 

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On April 29, 2015, the Federal Police commenced the “Radioactivity Operation” under the 16th phase of Operation “Lava Jato”, which resulted in the imprisonment of a former officer of our subsidiary Eletrobras Termonuclear S.A – Eletronuclear. This former officer was sentenced to 43 years of prison, by the judge of the 7th Federal Criminal Court, for passive bribery, money laundering, obstruction of justice, tax evasion and participation in a criminal organization. On July 6, 2016, the Federal Police commenced “Operation Pripyat”, in which the Federal Police served arrest warrants issued by the judge of the 7th Federal Court of the District of Rio de Janeiro against former officers, officers who had already been suspended by Eletrobras’ Board of Directors as well as other parties. Formal charges of corruption, money laundering and obstruction of justice were filed against such former officers by Federal Prosecutors on July 27th, 2016. Eletrobras is assisting the prosecution in these criminal proceedings. For more information concerning civil charges filed against us, please see “ – We may incur losses and spend time and money defending pending litigation and administrative proceedings.

We cannot assure you that we will not become the subject of any criminal or further civil anti-corruption action brought under U.S. or Brazilian law if any illegal acts or regulatory failures come to light. Any potential future anti-corruption-related action brought against us could result in charges against us, members of our management, significant fines and penalties, reputational harm, distraction from our ongoing business and other unforeseen material adverse effects.

We have been investigating events allegedly incompatible with our ethics and integrity standards. Eventual failures to timely detect or remedy any events of this nature could have material adverse effect on our results of operations and financial condition.

Our business, including relationships with third parties, is guided by ethical principles. We adopted a Code of Ethics and a number of conduct commitments and internal policies (such as Guidelines for Compliance with Anti-Corruption Policy) designed to guide our interested parties, such as management, employees and contractors and reinforce our principles and rules for ethical behavior and professional conduct.

We are subject to the risk that our employees and management, whether of our companies or of the special purpose entities (SPEs), in which we hold equity interests, contractors or any person doing business with us may engage in fraudulent activity, corruption or bribery, fail to comply with our internal controls and procedures, by means, for example, of misappropriation or manipulation of our assets for their personal or business advantage to our detriment. This risk is heightened by the fact that we conduct many of our operations through subsidiaries, as well as SPEs or consortia which we do not have corporate control. We have a number of systems for identifying, monitoring and mitigating these risks in place, but our systems may not be effective in all circumstances.

Any findings on allegations of lapses in these principles could lead to project delays, investigations, higher costs and expenses, less management focus on our ongoing business and lower levels of revenues and profits from any affected projects. In addition, certain of the financing agreements of our companies for the development of our plants, some of which are guaranteed by us, contain acceleration clauses which could be triggered upon default. In the event of a default, certain of these financing agreements could be accelerated. These defaults or the acceleration of these financing agreements may also give other lenders the right to accelerate pursuant to cross-default provisions. Accordingly, acceleration of these financing agreements could adversely affect our results of operations and financial condition. For more information relating to possible defaults under our financing and capital market obligations please see “ – We have substantial liabilities and are exposed to short-term liquidity constraints, which could make it difficult for us to obtain financing for our planned investments and adversely affect our financial condition and results of operations.

We cannot ensure that all of our employees and members of our management as well as the employees and members of management of the SPEs in which we hold ownership interest, or partners and third parties, will comply with our ethical principles. Any failure – real or perceived – to follow these principles or in complying with applicable governance or regulatory obligations could harm our reputation, limit our ability to obtain financing and otherwise have a material adverse effect on our results of operations and financial condition.]

If we are unable to remedy the material weaknesses in our internal controls, the reliability of our financial reporting and the preparation of our consolidated financial statements may be materially adversely affected.

 

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Pursuant to SEC regulations, our management, fiscal council and internal auditors, evaluate the effectiveness of our disclosure controls and procedures, including the effectiveness of our internal control over financial reporting. Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. As a result of our management’s evaluation of the effectiveness of our disclosure, controls and procedures in 2015, our management determined that these controls and procedures were not effective due to material weaknesses in our internal controls over financial reporting. These material weaknesses included our lack of design and maintenance of effective operating controls over:

 

  an effective control environment, especifically regarding the lack of timely remedial actions related to previous years, including the proper execution of management review controls comprising completeness analysis, materiality threshold definition and accuracy determination of data to certain controls reviewed;

 

  adequate controls regarding the preparation of the financial statements and related disclosures, including related parties transaction reconciliation; monitoring controls regarding the financial situation and the related accounting reflects of the transactions made with suppliers (Furnas); and analysis, reconciliation and monitoring of consumed fuel (Amazonas);

 

  effective internal controls regarding the adequate monitoring of the investments in specif purpose entities (SPEs), as well as for the related parties transactions, including failure to identify and monitor the physical and financial execution of the relevant investment projects evaluated under the equity method, lack of technical and financial terms review related to construction contracts before the bid process, adequate analysis of the proposals made by suppliers and lack of evaluation and monitoring of progress and budget of projects;

 

  effective internal controls over the Risk, Corruption Prevention and Compliance Program, considering the requirements of the North American legislation (FCPA - Foreing Corrupt Practices Act) and also of the Brazilian legislation (Law 12,846/2013 - anti-corruption law);

 

  adequate internal controls that would avoid management override to the high level controls, including failure to communicate and to obtain adherence to the ethical values prescribed in the Company’s code of conduct, and an ineffective whistleblower channel due to inadequate comprehensiveness controls;

 

  effective controls related to payments and capitalization of fixed assets, that would result in future economic benefits as well as the approvals related to internal controls over the capitalization process.

If our efforts to remediate the material weaknesses are not successful, we may be unable to report our results of operations for future periods accurately and in a timely manner and make our required filings with government authorities, including the SEC. There is also a risk that there could be accounting errors in our financial reporting, and we cannot be certain that in the future additional material weaknesses will not exist or otherwise be discovered. Any of these occurrences could adversely affect our business and operating results and could generate negative market reactions, potentially leading to a decline in the price of our shares, ADS and debt securities.

Furthermore, in light of Operação Lava Jato, our material weaknesses on financial reporting may result in a situation whereby if an illegal act were to occur, our internal systems and controls may not be sufficient for any such action to come to the attention of our management.

Any potential SEC and DoJ investigations regarding the possibility of non-compliance with the U.S. Foreign Corrupt Practices Act could adversely affect us. Violations of this or other laws may require us to pay fines and expose us and our employees to criminal sanctions and civil suits.

We have not been notified and are not aware that, as of the date of this annual report, we are being investigated by the SEC or DoJ in relation to Operação Lava Jato. However, the SEC and the DoJ may investigate us in relation to Operação Lava Jato and any allegations regarding a violation of the U.S. Foreign Corrupt Practices Act in the future. In connection with any potential future SEC or DoJ investigation, there can be no assurance that we will not be required to pay penalties or provide other financial relief, or consent to injunctions or orders on future conduct or suffer other penalties, any of which could have a material adverse effect on us.

 

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On August 30, 2016, the company received a letter from the SEC in which it informed the company about the possibility of the SEC commencing de-registration proceeding because Eletrobras failed to timely file its annual reports on Form 20-F for 2014 and 2015 with the SEC. We believe that once we file our annual reports on Form 20-Fs for 2014 and 2015, the SEC will be less likely to commence de-registration.

Operação Lava Jato investigations are still ongoing and new information may be disclosed. As such, our estimates may be under or overestimated, which could thus lead to the need of resubmitting our financial statements and to a materially adverse impact in our operational income and financial status. This could impact the market value of our securities.

Given that the investigations of Operação Lava Jato are still ongoing Eletrobras may have to make certain adjustments in certain lines of its financial statements in case the investigations lead to a discovery by Eletrobras of materially relevant differences between the accounted amounts in such lines.

Eletrobras’ internal investigations on the allegations made under Operação Lava Jato intend to identify possible illegal payments and other illegal acts that may have occurred in projects in which the Company and its subsidiaries hold equity interest, either directly or through special purpose entities. One of the possible consequences of illegal payments would be the capitalization of undue amounts in the accounting entries relating to any effected projects resulting from illegal arrangements made with consortium of constructors, suppliers or other service renderers.

To determine the financial impact to be recognized in our consolidated financial statements, management took into consideration the conclusions reached and findings identified by the hired internal investigation and the conclusions reached and findings identified to date by the still ongoing public investigation called Operação Lava Jato.

However the investigations under Operação Lava Jato are still ongoing and the Federal Prosecutors Office may take a considerable amount of time to conclude its investigation new relevant information may come to light in the future, which could cause Eletrobras to further adjust certain line items.

The operational and financial results of the SPEs and consortia in which we invested may adversely affect our strategies, results of operations and financial condition.

We hold equity interests in a number of SPEs and consortia which were created specifically to participate in public auctions for concessions in the generation and transmission segments. We generally use SPEs when we enter into partnerships to explore new ventures. Given the significant decrease in generation and transmission tariffs in recent years and the current adverse macro-economic conditions in Brazil, the operational and financial results of these SPEs and consortia may be adversely affected. Further, as we do not control the management of these SPEs or consortia their management practices may not be aligned with ours, which could lead to sanctions or penalties being imposed on them. Any deterioration in the results of operations or financial condition of the SPEs or consortia or any sanctions or penalties imposed on them may have a negative effect on our results of operations or financial condition.

In order to standardize the management of the SPEs in which we hold equity interests, we developed a uniform corporate governance model that we are currently implementing across all our subsidiaries which will aim to follow this model when they invest in future SPEs or consortia. If the uniform corporate governance model is not implemented fully we may not be fully protected against any possible penalties or sanctions that may be imposed on these SPEs or consortia for future conduct, which could in turn result in reputational harm and adverse effects on our results of operations and financial condition.

Due to the length of time required to fully implement our compliance program, we may be subject to sanctions and penalties related to the enforcement of the FCPA and the Brazilian Anti-Corruption Law.

 

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In mid-2014 our Board of Directors approved our compliance program (Plano de Implementação do Programa de Compliance), pursuant to (i) the Brazilian anti-corruption Law No. 12,846/2013, and (ii) the U.S. laws and regulations applicable to companies that have their securities listed on the NYSE, such as the FCPA. Pursuant to our policies, all of Eletrobras companies’ employees, management, partners and third parties must follow all applicable anti-corruption laws and regulations, whether in Brazil or overseas. We implemented the compliance program at the Eletrobras group level and on December 22, 2014, our Board of Executive Officers approved our compliance manual (Manual de Compliance à Política Anticorrupção). Each of our subsidiaries nominated compliance managers and assistants (Gerentes e Assistentes de Compliance) which together form the compliance commission (Comissão Diretiva de Compliance) of Eletrobras’ companies.

In December 2015, the company updated its Guidelines for Compliance with Anti-Corruption Policy. In August 2016 the Board of Directors created a Compliance Officer (Diretoria de Conformidade) to specifically address issues relating to risks, controls and corporate integrity. The Board elected Mrs. Lucia Casasanta to fill this new compliance role. Our Board of Executive Officers monitors the implementation of our compliance program by reviewing advances and setbacks.

We are implementing our compliance program as part of the “Eletrobras 5 Dimensions Program proposed by the then existing General Conttroller’s office– CGU (Controladoria-Geral da União) for state-owned companies, in compliance with Decree 8,420/2015. Given the complexity of the new program, it may not be fully operational until early 2018. Our newly adopted practices will include: (i) the commitment of the company’s Board of Officers to implement the compliance program, the creation of the new Compliance Officer role as well as the periodic reporting directly to the Board of Directors and to the Fiscal Council related to the ongoing compliance procedures; (ii) the development of a corruption risk assessment program to identify and protect the areas of a company in the energy sector which are most vulnerable to corruption; (iii) formal guidelines for compliance with our Anti-Corruption Policy , training of the employees, members of the management and of the Fiscal Council of the guidelines and integration of a of the Code of Ethics and Conduct Commitments, including formalizing procedures to mitigate the risk of corruption; (iv) implementation of an independent whistleblower channel and training our employees regarding our compliance procedure and the risks of corruption; and (v) annual internal audits to evaluate our compliance, including implementing due diligence for third parties and conducting background checks when appointing the members of their Board of Directors, Board of Officers and Fiscal Council.

Until the program is fully implemented, or if the program fails to identify corruption or fraud once it is implemented or we do not successfully remediate future issues that arise, we could be exposed to financial losses, restrictions on securities offerings and civil and criminal liability in the United States and in Brazil.

The renewal of our concessions pursuant to Law No. 12,783/2013 or Law No. 13,182/2015, may adversely affect our financial condition and results of operations.

The Brazilian Government enacted Law No. 12,783/2013, or Law No. 12,783, in order to regulate the terms and conditions for the renewal of concessions for the generation, distribution and transmission of electricity which were due to expire between 2015 and 2017. Law No. 12,783 provides that companies may, only once, renew their generation, transmission and distribution concessions for a further thirty years term, provided they accept certain conditions established by ANEEL, such as the revised tariffs to be calculated by ANEEL, and submitting to the agency’s quality standards.

On December 4, 2012, we renewed the generation and transmission concessions which were due to expire between 2015 and 2017 of Chesf, Eletronorte, Eletrosul and Furnas for further 30 year terms pursuant to Law No. 12,783. By doing so, we accepted the application of the Annual Tariffs for generation and transmission (Receita Anual Permitida) as remuneration for the operation and maintenance of our generation and transmission activities in accordance with the MME’s Ordinance Nos. 578 and 579, both enacted in 2012.

Further, the Brazilian Government enacted Law No. 13,182/2015 to regulate the terms for the renewal, for a further thirty years, of the generation concessions and including the Sobradinho, Itumbiara hydroelectric power plants. On November 3, 2015 Chesf renewed the concessions of the Sobradinho hydroelectric power plant and on January 7, 2016 Furnas approved the renewal of the concession of the Itumbiara hydroelectric power plant, but Furnas decision has not yet become effective. Up to this date the Itumbiara’s auction to sell energy has not yet taken place, being this one of the conditions to affect the renewal of the concession. Recently, Law No. 13,299/2016,

 

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enacted on June 21, 2016, amended certain provisions of Law No. 13,182/2015 with a view to make the sale of Itumbiara hydroelectric power plant’s energy more favorable and, consequently, make the renew of Itumbiara concession effective. However, we cannot guarantee that the legality of Law No. 13,182/2015 and of Law No. 13,299/2016 will not be questioned, neither that all conditions needed to turn the renewal of the Itumbiara concession into an economically feasible project will be met.

With respect to the distribution of electric energy activity, on June 3, 2015, the Brazilian Government enacted Decree No. 8,461/2013, or Decree No. 8,461, that regulates the criteria for the renewal of distribution concessions pursuant to Law No. 12,783. The renewal of distribution concessions pursuant to Decree No. 8,461 requires that concession holders meet certain criteria for: (i) the quality of the distribution services provided, and (ii) the compliance with certain financial ratios.

During the Extraordinary General Meeting of Shareholders held on July 22, 2016, the shareholders approved not renew the concessions of Companhia Energética do Piaui - CEPISA; Companhia Energética de Alagoas - CEAL; Companhia de Eletricidade do Acre - ELETROACRE; Centrais Elétricas de Rondônia S.A - CERON; Boa Vista Energia S.A.; and Amazonas Distribuidora de Energia and that by December 31, 2017 Eletrobras will transfer the control of these distributions. The shareholders also approved that this distributions companies can be responsible for the distribution of public energy until December 31, 2017 if all the necessary funds for these companies to keeping their operations ongoing, perform maintenance and make new investments will be allocated by customer charges or government funding. The shareholders also approved to return, at any time, the distribution companies to Government control if control has not been transferred by December 31, 2017, or if the Federal Government, at any time, ceases to allocate resources to fund these companies or the tariff does not represent proper compensation. If Eletrobras returns these concessions, they will be subject to new bids in the future.

On August 3, 2016, the MME issued decrees Nos. 420, 421, 422, 424 and 425 naming, respectively, the Distributors Amazonas Energia, Eletroacre, Ceron, Cepisa, Ceal and Boa Vista as temporarily responsible for distributing public energy so as to assure the continuity of the service, in accordance with article 9, paragraph 1, of Law No. 12,783 of January 11, 2013.

According to these decrees, the Distributors will provide the indicated services, in a provisional manner, against payment of the proper compensation, until the effective transfer of control of the Distributors, or until December 31, 2017, whichever occurs first, in accordance with the terms provided in Decree MME 338 of July 26, 2016 and article 9 of Law No. 12,783/2013.

Under paragraph 4 of article 9 of Law No. 12,783/2013, during the temporary service provision period, the Distributors may apply the approved results of revisions and tariff adjustments, as well as borrow and receive funds from the CCC Account, the CDE Account and the RGR Fund, subject to Aneel’s regulation.

However, as Eletrobras continues to be a majority stakeholder of the Distributors, it is not possible to ensure that the Company will successfully transfer the corporate control of all its Distributors by the end of 2017. Accordingly, Eletrobras may have to bear the costs related to the dissolution of the companies that might remain under its control. Those costs could include the termination of employees and other obligations. Furthermore, Eletrobras may have to pay expenses related to obligations the Distributors might have had before the commencement of the temporary service provision period or related to obligations in which Eletrobras is the guarantor.

The amount of any indemnification payments to be received following renewal of our concessions, which were due to expire between 2015 and 2017, may not be sufficient to cover our investments in these concessions. Further, we cannot estimate when and on what terms indemnification payments in respect of generation concessions will be made.

In respect of our generation and transmission concessions, by agreeing to the renewal of the concessions, which were due to expire between 2015 and 2017, we accepted indemnification for the unamortized portion of our assets relating to those concessions. As of April 30, 2015, pursuant to Law No. 12,783/2013, we were awarded the total indemnification payments of R$ 15.2 billion. These indemnification payments relate to any generation and transmission assets that entered into operation after May 31, 2000, which consist of the so called Basic Network – New Installations – RBNI (Rede Básica – Novas Instalações – RBNI, or the Basic Network).

 

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In 2014 we claimed indemnification from ANEEL (i) in relation to any transmission assets of the Basic Network, which became operational prior to May 31, 2000 and which have not yet been depreciated and/or amortized (RBSE) in accordance with Law No. 12,783 and ANEEL Resolution No. 589/2013; and (ii) for the modernization of any generation assets in accordance with Law No. 12,783 and ANEEL Resolution No 596/2013. Eletronorte, Eletrosul, Furnas and Chesf claimed indemnifications amounting to R$ 26.5 billion. ANEEL has acknowledged the requests for indemnification payments of R$ 1.007 billion made by Eletrosul, R$ 9 billion requested by Furnas and R$ 5,1 billion made by Chesf. The indemnification requested by Eletronorte is still being analyzed by ANEEL.

On April 20, 2016, MME enacted Instruction No, 120, which regulated the conditions under which the indemnifications in connection with the RBSE transmission assets shall be received and which established that the amounts homologated by ANEEL referring to these assets should be merged into the Regulatory Asset Basis (Base de Remuneração Regulatória). On December 2015, the amount of RBSE credits that had not yet been accounted for, however this has occurred in June 30, 2016 after the regulation issued under Instruction No, 120. As the Aneel may call a public hearing to discuss the accounting of the RBSE, new relevant information may come to light in the future, which could cause Eletrobras to further adjust certain line items, included the line items relating to Taxes. Also as the indemnification requested by Eletronorte is still being analyzed by ANEEL, its claim could be less than the value accounted, on June 30, 2016.

These amounts related to RBSE, once updated and paid, will be added to the Permitted Annual Revenues (“RAPs” - Receitas Anuais Permitidas) of the relevant projects, being recognized as from the 2017 review of tarrifs procedure, for an eight-year period. ANEEL has not yet defined the criteria for the indemnification of generation assets, which may be below the amount claimed by Eletrobras and which have not yet been accounted for by Eletrobras.

In respect of our distribution concessions, the Brazilian Government has not yet enacted rules or regulations for the indemnification of the unamortized portion of our assets relating to these concessions. Such rules or regulations, when enacted, may adversely affect the financial condition and results of operations of our distribution companies.

The value of the revised tariffs we calculated based on our expected expenses, costs and revenues may be lower than the tariffs we will eventually receive.

Law No. 12,783 determines, among other things, the tariffs to be charged by concessionaires based on costs of operation and maintenance, charges, taxes and payments for the use of the transmission and distribution systems. By agreeing to renew our concessions early, we made certain assumptions about the assets of Furnas, Chesf, Eletronorte and Eletrosul that may not materialize over time, particularly in relation to planned cost reductions. As a result, the tariffs our subsidiaries will receive in time may be lower than predicted or may be paid only after a significant amount of time, which could materially adversely affect our financial condition and results of operations.

There are no guarantees that our existing concession contracts will be renewed and, if so, on what terms.

We carry out our generation, transmission and distribution activities pursuant to concession agreements entered into with the Brazilian Government through ANEEL.

The Brazilian Government may renew any existing concessions that were not renewed pursuant to Law No. 12,783 and Law No. 13,182/2015, for an additional period of 30 years without the need to carry out a new public bidding process. If we request a renewal, the Brazilian Government may renew the concession on less favorable terms. This applies to approximately 33.6% of our generation assets and 8.03% of our transmission assets, other than Itaipu and our nuclear power plants, Angra I and Angra II.

Given the Brazilian Government’s discretion in relation to the renewal of concessions, we may face considerable competition during the renewal process. Consequently, we cannot give you any assurances that our concessions will be renewed or renewed on similar terms.

The value of any government bonds received by us in exchange for our credits in Itaipu might be less than the value of such credits.

 

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Law No. 12,783 authorized the Brazilian Government to acquire any of the credits we hold against Itaipu as a result of our financing of the construction of the Itaipu hydroelectric power plant in exchange for Brazilian Government bonds (títulos da dívida pública mobiliária) of an equivalent value. Should the Brazilian Government acquire these credits, the value of any government bonds transferred to us in the future may be less than the value of our credits in Itaipu and could materially adversely affect our financial condition and results of operations.

We are controlled by the Brazilian Government, the current policies and priorities of which directly affect our operations and may conflict with interests of our investors.

The Brazilian Government, as our controlling shareholder, exercises substantial influence on the strategic orientation of our business. The Brazilian Government also has the power to appoint seven out of the ten members of our Board of Directors and, through them, a majority of the executive officers responsible for our day-to-day management. Additionally, the Brazilian Government currently holds the majority of our voting shares. Consequently, the Brazilian Government has the majority of votes at our shareholders’ meetings, which empowers it to approve most matters prescribed by law, including the following: (i) the partial or total sale of the shares of our subsidiaries and affiliates; (ii) increase our capital stock; (iii) determine our dividend distribution policy, as long as it complies with the minimum dividend distribution regulated by law; (iv) issuances of securities in the domestic market and internationally; (v) corporate spin-offs and mergers; (vi) swaps of our shares or other securities; and (vii) the redemption of different classes of our shares, independent from approval by holders of the shares and classes that are subject to redemption.

Our operations impact the commercial, industrial and social development promoted by the Brazilian Government. Therefore, we may incur costs or engage in transactions that may not necessarily meet the interest of our other investors.

We have substantial liabilities and are exposed to short-term liquidity constraints, which could make it difficult for us to obtain financing for our planned investments and adversely affect our financial condition and results of operations.

In order to finance the capital expenditures needed to meet our long-term growth objectives, we have incurred a substantial amount of debt. As our cash flow from operations in recent years has not been sufficient to fund our capital expenditures, debt service and payment of dividends, our debt has significantly increased since 2012. Our total debt (including accrued interest) increased by 17.3% to R$ 46,398 million as of December 31, 2015, compared to R$ 39,539 million as of December 31, 2014 and to R$ 32,476 million as of December 31, 2013. Our debt, net of cash, cash equivalents and marketable securities, increased by 11.1% to R$ 37,966 million as of December 31, 2015 compared to R$ 34,177 million as of December 31, 2014 and to R$ 22,590 million as of December 31, 2013. 57.1% of our existing debt (principal), or R$ 46.4 billion, will mature in the next five years. In order to meet out growth objectives, maintain our ability to fund our operations and amortize scheduled debt maturities, we will need to raise significant amounts of debt capital from a broad range of funding sources.

To service our debt after meeting our capital expenditure targets, we have relied upon, and may continue to rely upon, a combination of cash flows provided by our operations, drawdowns under our available credit facilities, our cash and short-term financial investments balance and the incurrence of additional indebtedness. Following the downgrade of the sovereign, we lost our Fitch’s, Moody’s and Standard & Poor’s investment grade ratings. Any further lowering of our credit ratings may have adverse consequences on our ability to obtain financing or may impact our cost of financing, also making it more difficult or costly to refinance maturing obligations. If, for any reason, we are faced with continued difficulties in accessing debt financing, this could hamper our ability to make capital expenditures in the amounts needed to maintain our current level of investments or our long-term targets and could impair our ability to timely meet our principal and interest payment obligations with our creditors, as our cash flow from operations is currently insufficient to fund such both planned capital expenditures and all of our debt service obligations. A reduction in our capital expenditure program or the sale of assets could significantly affect our results of operations and financial condition.

We are subject to certain covenants, non-compliance with which may allow the lenders under the relevant facilities to accelerate their commitments.

 

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We are party to a number of international and Brazilian financing facilities as borrower and guarantor. The bonds we issued in the international capital markets and our existing credit facilities require that we comply with a number of financial and non-financial covenants, such as the provision of financial statements by certain dates and the provision of an unqualified audit report, among others. We may not be able to comply with such covenants, which could trigger certain events of defaults and, consequently, permit the relevant lenders to accelerate the loans, potentially allowing other lenders to rely on their cross-acceleration provisions. For example, in March 2015 we received waivers from certain lenders with respect to the qualified audit report as of and for the year ended December 31, 2015 included in our consolidated financial statements as of and for the year ended December 31, 2015 as filed with the CVM in Brazil. We cannot guarantee that the relevant lenders will grant us waivers for any breaches of our covenants in the future, and any covenant breach may result in circumstances that usually lead to defaults in other financing.

In addition, we are the guarantor of certain debentures issued by Teles Pires Participações S.A. As guarantor, we are required to comply with certain financial ratios. As of December 31, 2015, we did not comply with these ratios. We have renegotiated this guarantee with the holders and the holders granted a waiver on March 29, 2016 stating that they will not accelerate the debt for a period of 180 days. Since June 30, 2016, Eletrobras has complied with these financial ratios. However, any acceleration of any other guarantee, financing or security may adversely impact Eletrobras’ financial status.

We are subject to rules limiting borrowing by public sector companies and may not be able to obtain sufficient funds to complete our proposed capital expenditure programs.

In respect of capital expenditures for expansion, modernization, research, infrastructure and environmental projects, in 2014 we disbursed R$ 11.4 billion and in 2015 R$ 10.4 billion. For 2016 our current budget provides for approximately R$ 13.9 billion of capital expenditures. We cannot assure you that we will be able to finance our proposed capital expenditure programs from either our cash flow or external resources. Moreover, as a state controlled company, we are subject to certain rules limiting our indebtedness and investments and must submit our proposed annual budgets, including estimates of the amounts of our financing requirements and sources of our financing, to the Ministry of Planning, Budget and Management and the Brazilian Congress for approval. Thus, if our operations do not fall within the parameters and conditions established by such rules and the Brazilian Government, we may have difficulty in obtaining the necessary financing authorizations, which could create difficulties in raising funds.

Further, as our credit rating is sensitive to any change in the Brazilian Government rating, which Moody’s lowered on August 11, 2015 and further on December 9, 2015 and on February 25, 2016, Standard & Poor’s lowered on March 24, 2014 and further lowered on September 9, 2015 and on February 17, 2016, reaffirmed on May 19, 2016, and which Fitch lowered on October 15, 2015 and further lowered on December 16, 2015 and on May 10, 2016. The two most recent downgrades in ratings by Standard & Poor’s and Fitch resulted in a loss of the sovereign’s investment grade. Accordingly, any further lowering of the Brazilian Government rating may have additional adverse consequences on our ability to obtain funding and/or our cost of funding.

If we are unable to obtain funds, our ability to invest in capital expenditures for expansion and maintenance may be adversely impacted, which would materially adversely affect the execution of our growth strategy, particularly our investment in large scale projects, which could materially adversely affect our financial condition and results of operations.

We own a number of subsidiaries and invest in a number of affiliates and SPEs whose performance significantly influences our results.

We conduct our business mainly through our operating subsidiaries, including Eletronorte, CGTEE, Eletronuclear, Chesf, Furnas, Eletrosul, CEAL, Eletroacre, Amazonas Energia GT, Amazonas Energia D, CEPISA, CERON, Boa Vista Energia and, most recently, CELG-D. In addition, we and our subsidiaries invest in SPEs for the development of certain projects, such as the construction of our hydroelectric plants Santo Antonio and Jirau. For the purposes of Rule 3-09 of Regulation S-X, the SPEs that hold the Santo Antônio and Jirau projects are considered significant subsidiaries as of and for the year ended December 31, 2014. For the year ended December 31, 2015 the Rule 3-09 of Regulation S-X was not applicable. Our ability to meet our financial obligations is therefore related in part to the cash flow and earnings of our subsidiaries and SPEs and the distribution or other

 

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transfer of those earnings to us in the form of dividends, loans or other advances and payment. Some of our subsidiaries or SPEs are, or may in the future be, subject to loan agreements that require that any indebtedness of these subsidiaries or SPEs to us be subordinate to the indebtedness under those loan agreements. Our subsidiaries and any SPEs are separate legal entities. Any right we may have to receive assets of any subsidiary or SPE or other payments upon their liquidation or reorganization will be effectively subordinated to the claims of that subsidiary’s or SPE’s creditors (including tax authorities, trade creditors and lenders to such subsidiaries), except to the extent that we are a creditor of that subsidiary or SPE, in which case our claims would still be subordinated to any security interest in the assets of that subsidiary or SPE and indebtedness of that subsidiary or SPE senior to that held by us.

The amounts we receive from the Fuel Consumption Account are insufficient to cover costs related to thermoelectric generation of energy

The Brazilian Government introduced the Fuel Consumption Account, or CCC Account, in 1973. The purpose of the CCC Account was to equalize the costs of energy generation for electricity companies located in areas where the generation is mainly thermoelectric and, therefore, more expensive in order to avoid peaks in the tariffs paid by end consumers in such locations. We have administered the CCC Account ever since, making the relevant payments to the beneficiaries. Until 2013, the CCC Account was funded through quotas paid by companies operating in the energy sector. However, following the enactment of Law No. 12,783, funds from the CDE Account are now the main fund of the CCC Account.

The generation costs of the isolated system are partially covered by the CCC Account. As a result of the delay in the transfer of funds from the CCC Account to our distribution subsidiaries, they have incurred substantial debt with third party fuel suppliers. If there is a delay in ANEEL releasing funds from the CCC Account, our distribution subsidiaries are subject to penalties and interest, which are not covered by the CCC Account.

In December 2014, certain of our distribution subsidiaries renegotiated overdue amounts with third party fuel suppliers. These amounts totaled approximately R$ 8.6 billion, which have been already negotiated and formalized through instruments of acknowledgment of debt. These agreements benefited from security over receivables of the CCC Account and a corporate guaranty provided by us. Due to the on-going delay in funds being transferred from the CCC Account to us, we and our distribution subsidiaries contracted additional debt. The distribution subsidiaries jointly with Eletrobras are negotiating further agreements with third party fuel suppliers for debt incurred from December 2014 through the present date.

On account of the default by the subsidiary Amazonas Energia on gas invoices for the period from December 2014 through June 2015, and outstanding debits of 2016, in April 26, 2016 Petrobras filed a lawsuit demanding approximately R$ 1.7 billion.

Any further delay in funds being transferred from the CCC Account to us and our distribution subsidiaries may cause certain of our distribution subsidiaries to breach existing agreements and incur a substantial amount of debt with their third party fuel suppliers as these distribution subsidiaries do not generate sufficient cash flows to fund these obligations, thus adversely impacting their financial status and income.

As the manager of certain sectorial funds we are exposed to mismanagement claims.

We manage certain accounts and funds such as the CCC Account, the CDE Account and the RGR Fund. These funds are managed pursuant to rules and regulations enacted by ANEEL. Accordingly, ANEEL and other oversight bodies, such as the Federal Audit Courts (the “TCU”) may not agree with how we interpret certain of the provisions for the management of these accounts and/or funds. Accordingly, we may be exposed to significant penalties for non-compliance with these rules. Further, we are subject to civil and criminal liability for the management of third party funds.

In January 2014, ANEEL commenced an administrative proceeding determining that we reimburse the RGR Fund the historical amount of approximately R$ 2 billion. We appealed against this decision. On May 10, 2016, ANEEL dismissed the first appeal and determined that we indemnify the RGR Fund for that amount. In June 2016 Law No. 13,299/2016 was enacted. As a result, we have filed a new appeal requesting compliance with the new law. On September 27, 2016, ANEEL partially granted Eletrobras’ appeal. The company will reimburse the RGR fund in the amount of R$ 2,037.8 million (the historical amount of December 31, 2011). This amount will have to be adjusted by

 

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an annual interest of 5% due in monthly installments between January 2017 and the year 2026. Eletrobras disagrees with the amount of the inflation adjustment and, consequently, it will appeal against this decision. We cannot assure you, however, that this new appeal will be granted.

On June 22, 2016 the Federal Government enacted Provisional Measure No. 735 removing the administration of all sectorial funds, including RGR Fund, the CDE Account, CCC (Oil Consumption Account - Conta de Consumo de Combustível) from our responsibility after January 1, 2017. The management of sector-based funds was thus transferred to CCEE. However, to date, any allegation of mismanagement of such funds could implicate us, which could adversely affect the condition of the company and its financial results.

We may be unable to fully implement our strategy.

Our ability to reach the principal objectives of our strategy depends on a series of factors, among them, our ability to:

 

  Implement an operational efficiency plan aimed at reducing costs, increasing revenues and improving the quality and reliability of our services;

 

  Expand our business in a sustainable and profitable manner;

 

  Improve our business model, corporate governance and management; and

 

  Improve our human resources allocation in light of the new regulations of the Brazilian energy sector.

We cannot guarantee that we will be able to accomplish these objectives in their entirety or successfully. Any impact on the main elements of our strategy may adversely affect our financial condition and results of operations.

If any of our assets were deemed assets dedicated to providing an essential public service, they would not be available for liquidation in the event of our bankruptcy and could not be subject to attachment to secure a judgment.

Law No. 11,101/2005, or the New Bankruptcy Law, governs judicial recovery, extrajudicial recovery and liquidation proceedings and replaces the debt reorganization judicial proceeding known as concordata (reorganization) for judicial and extrajudicial recovery. The New Bankruptcy Law provides that its provisions do not apply to government owned and mixed capital companies (such as Eletrobras). However, the Brazilian Federal Constitution establishes that mixed capital companies, such as Eletrobras, which operate a commercial business, will be subject to the legal regime applicable to private corporations in respect of civil, commercial, labor and tax matters. Accordingly, it is unclear whether or not the provisions relating to judicial and extrajudicial recovery and liquidation proceedings of the New Bankruptcy Law would apply to us. Nevertheless, Law No. 12,767/2012 provides that judicial and extrajudicial recovery do not apply to public entity concessionaires until the termination of those concessions.

We believe that a substantial portion of our assets, including our generation assets, our transmission network and our limited distribution network, would be deemed by Brazilian courts to be related to providing an essential public service. Accordingly, these assets would not be available for liquidation in the event of our bankruptcy or available for attachment to secure a judgment. In either case, these assets would revert to the Brazilian Government pursuant to Brazilian law and the terms of our concession agreements. Although the Brazilian Government would in such circumstances be under an obligation to compensate us in respect of the reversion of these assets, we cannot assure you that the level of compensation received would be equal to the market value of the assets and, accordingly, our financial condition and results of operations may be affected.

We may be liable for damages, subject to further regulation and have difficulty obtaining financing if there is a nuclear accident involving our subsidiary Eletronuclear.

 

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Our subsidiary Eletronuclear, as an operator of nuclear power plants, is subject to strict liability under Brazilian law for damages in the event of a nuclear accident caused by the operations of nuclear power plants Angra I and Angra II. The Vienna Convention on Civil Liability for Nuclear Accidents, or the Vienna Convention, became binding in Brazil in 1993. The Vienna Convention provides that an operator of a nuclear installation, such as Eletronuclear, in a jurisdiction which has adopted legislation implementing the Vienna Convention, will be strictly liable for nuclear damages. In addition, Eletronuclear is also regulated by several federal and state agencies.

As of December 31, 2015, our Angra I and Angra II nuclear power plants were insured for nuclear risk in the event of a nuclear accident for the total amount, per power plant, of U.S.$500 million for material damages and of U.S.$286.7 million for civil liability. The Brazilian nuclear regulatory authority, or CNEN, has not established any additional safety requirement for the nuclear power plants as a result of the Fukushima accident in Japan. Eletronuclear complied with all the requests of CNEN regarding the lessons learned from the Fukushima accident, including the performance of “stress tests” developed for European reactors in accordance with the technical guidelines set forth by the European Commission. The location of our existing plants was also subject to an extensive reevaluation prior to the Fukushima accident as part of the licensing application for the construction of Angra III and the adequacy of the safety designs were confirmed at that stage.

The technology applied in Brazilian nuclear power plants and the design, incorporating additional safety features such as double emergency supply systems and alternatives for passive reactor cooling, should withstand accidents beyond the design basis. Nonetheless, Eletronuclear established a comprehensive program to evaluate and enlarge its existing safety margins and allocated approximately US$188 million to be applied towards this through to 2016. The program involves studies and improvements to the nuclear power plants to increase their safety. For example, we have diesel generators and pumps at the site for any emergency which may occur. The Fukushima accident did not affect nuclear power generation in Brazil; our current plants remain operational and our projects have not been affected.

However, Eletronuclear cannot guarantee that its insurance will be sufficient in case of a nuclear accident. Accordingly, our financial condition and results of operations may be affected if a nuclear accident were to occur.

We do not have alternative supply sources for the key raw materials that our thermal and nuclear plants use.

Our thermal plants operate on coal, natural gas and/or oil and our nuclear plants operate on processed uranium. In each case, we are entirely dependent on third parties for the provision of these raw materials. In the event that supplies of these raw materials become unavailable or may not be purchased on reasonable terms for any reason, we do not have alternative supply sources and, therefore, the ability of our thermal and/or nuclear plants, as applicable, to generate electricity would be materially adversely affected, which may materially adversely affect our financial condition and results of operations.

Our distribution companies operate under challenging market conditions and historically, in the aggregate, have incurred losses.

Our distribution activities are carried out in the midwestern, northern and northeastern regions of Brazil and represented approximately 21.1% for 2014 and 31.8% for 2015 of our consolidated net revenue for the year ended December 31, 2014 and December 31, 2015. This percentage only reflects the net revenues of CELG-D for the final three-months of 2014, and not for the full year. Our distribution subsidiaries have historically incurred significant commercial losses due to, among others, illegal connections, tampering with electricity meters, as well as relatively high levels of default by consumers in those regions, which have adversely affected our consolidated results of operations.

We took several measures to reduce commercial losses and to renegotiate debts due by consumers in default with our distribution subsidiaries. However, the results of our distribution subsidiaries continue to be substantially affected by (i) adverse hydrological conditions which led to increased generation costs which were reflected in increased tariffs; higher tariffs, however, increased default rates and (ii) the contraction of the Brazilian economy, which reduced the demand for high tension power; accordingly, excess power was offered to the low tension power market, which is subject to greater illegal connections and customer defaults. Further, delays in the construction works for the expansion and modernization of the grid contributed to an increase in technical losses.

 

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This was particularly exacerbated by unusually high temperatures and adverse hydrological conditions. Total losses increased by 1.07%, from 23.62% for the year ended December 31, 2014 to 24.69% for the year ended December 31, 2015. Customer default rates decreased by 0.9%, from 11.29% for the year ended December 31, 2014 to 10.39% for the year ended December 31, 2015.

In addition, the increase in tariffs, which contributed to the increase in our revenue (which increased by 46%, from R$ 11,456 million for the year ended December 31, 2014 to R$ 16,721 million for the year ended December 31, 2015) was insufficient to offset the greater costs incurred by our distribution subsidiaries. Further, delays in the transfer of funds from the CDE Account have substantially restricted the cash flows of our distribution subsidiaries, therefore impacting their investment and operational activities. Similar or other factors may occur in the future and might have adverse effects on our financial conditions.

During the Extraordinary General Meeting of Shareholders held on July 22, 2016, the shareholders approved not to renew the concessions of Companhia Energética do Piaui - CEPISA; Companhia Energética de Alagoas - CEAL; Companhia de Eletricidade do Acre - ELETROACRE; Centrais Elétricas de Rondônia S.A - CERON; Boa Vista Energia S.A.; and Amazonas Distribuidora de Energia and that by December 31, 2017 Eletrobras will transfer the control of these distributions, in compliance with Provisory Measure 735/2016. The shareholder salso approved that these distributions companies can be responsible for the distribution of public energy until December 31, 2017 if all the necessary funds for these companies to continue operating, perform maintenance and make new investments will be allocated by customer charges or government funding. The shareholders also approved to return, at any time, the distribution companies to Government control if control has not been transferred by December 31, 2017, or if the Federal Government, at any time, ceases to allocate resources to fund these companies or the tariff does not represent proper compensation. If Eletrobras returns such concessions, they will be subject to new bids in the future.

On August 3, 2016, the MME issued decrees Nos. 420, 421, 422, 424 and 425 naming, respectively, the Distributors Amazonas Energia, Eletroacre, Ceron, Cepisa, Ceal and Boa Vista as temporarily responsible for distributing public energy so as to assure the continuity of energy distribution.

According to these decrees, the Distributors will provide the indicated services, in a provisional manner, against payment of the proper compensation, until the earlier of the effective transfer of control of the Distributors, or until December 31, 2017.

During the temporary service provision period, the Distributors may apply the approved results of revisions and tariff adjustments, as well as borrow and receive funds from the CCC Account, the CDE Account and the RGR Fund, subject to Aneel’s regulation.

However, as Eletrobras continues to be a majority stakeholder of the Distributors, it is not possible to ensure that the Company will successfully transfer the corporate control of all its Distributors by the end of 2017. Accordingly, Eletrobras may have to bear the costs related to the dissolution of the companies that might remain under its control. Those costs could include the termination of employees and other obligations. Furthermore, Eletrobras may have to pay expenses related to obligations the Distributors might have had before the commencement of the temporary service provision period or related to obligations in which Eletrobras is the guarantor. Also, if the Provisory Measure 735/2016 is not converted into law within sixty days after having been enacted (period that can be extended fpr another sixty days), or if the law which is enacted as a consequence of the provisory measure amends any provision of the Provisory Measure 735/2016, Eletrobras could not have the adequate conditions to transfer the corporate control of all its Distributors by the end of 2017 and, therefore, Eletrobras may have to bear the costs related to the dissolution of these companies.

We may incur losses and spend time and money defending pending litigation and administrative proceedings.

We are currently a party to numerous legal proceedings relating to civil, administrative, environmental, labor, tax and corporate claims filed against us. These claims involve substantial amounts of money and other remedies. Several individual disputes account for a significant part of the total amount of claims against us. We have established provisions for all amounts in dispute that represent a probable loss in the view of our legal advisors and in relation to those disputes that are covered by laws, administrative decrees, decrees or court rulings that have

 

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proven to be unfavorable. As of December 31, 2014, we provisioned a total aggregate amount of approximately R$ 13.1 billion in respect of our legal proceedings, of which R$ 236 million were related to tax claims, R$ 11.9 billion were related to civil claims and R$ 943 million were related to labor claims. As of December 31, 2015, we provisioned a total aggregate amount of approximately R$ 14.1 billion in respect of our legal proceedings, of which R$ 12.5 billion were related to civil claims and R$ 1 billion were related to labor claims. (See “Item 8.A, Consolidated Financial Statements and Other Information – Litigation” and note 31 to our consolidated financial statements).

Our subsidiary Chesf is a defendant in a proceeding filed by Companhia Brasileira de Projetos e Obras and Mendez Júnior in respect of certain amendments to the construction agreement of the Xingó plant. An appeal is currently before the Brazilian Superior Court of Justice. One of the main issues relates to the application of a factor for monetary restatement. If the court decides against Chesf, it may have to pay up to R$ 1 billion to the plaintiffs. Furthermore, the Federal Court of Recife, in the state of Pernambuco, has blocked, in August 2016, R$ 497.2 million of Chesf’s assets in connection with this ongoing litigation.

In the event that claims involving a material amount and for which we have no provisions were to be decided against us, or in the event that the losses estimated turn out to be significantly higher that the provisions made, the aggregate cost of unfavorable decisions could have a material adverse effect on our financial condition and results of operations. In addition, our management may be required to direct its time and attention to defending these claims, which could preclude them from focusing on our core business. Depending on the outcome, certain litigation could result in restrictions in our operations and have a material adverse effect on certain of our businesses.

Between July 22, 2015 and August 15, 2015, two putative securities class action complaints were filed against us and certain of our employees in the United States District Court for the Southern District of New York (SDNY). On October 2, 2015, these actions were consolidated and the Court appointed lead plaintiffs, Dominique Lavoie and the City of Providence. The plaintiffs filed a consolidated amended complaint on December 8, 2015 purportedly on behalf of investors who purchased our U.S. exchange-traded securities between August 17, 2010 and June 24, 2015, and filed a second amended complaint on February 26, 2016..

The second amended complaint alleges, among other things, that we and the individual defendants knew or should have known about alleged fraud committed against us by a cartel of construction firms, as well as bribes and kickbacks allegedly solicited and received by our employees; that we and the individual defendants made material misstatements and omissions regarding the alleged fraud; and that our stock price declined when the alleged fraud was disclosed.

The plaintiffs have not specified an amount of damages they are seeking, although such amount, when specified, could be material to us. On April 15, 2016, we filed a motion to dismiss the second amended complaint, which was fully briefed and then submitted to the Court on June 17, 2016. The motion remains under consideration by the Court; oral argument has been requested but not yet scheduled. Eletrobras retained US legal counsel and is defending itself vigorously against the allegations made in these lawsuits. There has been no substantive decision as to the claim or specific definition as to the amounts involved. These legal proceedings could have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows in the future.

We may incur losses in legal proceedings in respect of compulsory loans made from 1962 through to 1993

Pursuant to Law No. 4,156 of November 28, 1962 certain end-users of electricity were required to make “compulsory loans” to us (through collections by distributors) in order to provide funds for the development of the electricity sector. Industrial customers consuming over 2,000 kWh of electricity per month were required to pay an amount equivalent to 32.5% of each electricity invoice to us in the form of a compulsory loan, which was repayable by us within 20 years of draw-down. Interest on the compulsory loans accrues at IPCA – E plus 6.0% per annum. Law No. 7,181 of December 20, 1983, extended the compulsory loan program until December 31, 1993 and provided that such loans may, subject to shareholder approval, be repaid by us in the form of an issue of preferred shares at book value, in lieu of cash.

 

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We made available to eligible customers upon the first and second conversion of credits from the compulsory loan approximately 42.5 billion class “B” preferred shares and upon the third conversion of credits from the compulsory loan, about 27.2 billion class “B” preferred shares. In addition, our shareholders approved on April 30, 2008 the issuance of additional preferred shares to eligible customers at book value in repayment of our remaining compulsory loans. If additional shares are issued in the future and the book value of such shares is less than their market value, the value of existing shareholders’ shares may be subject to dilution. On December 31, 2008, we recorded approximately R$ 215 million for debts for compulsory loans that had not yet been converted, which, at any time, by decision of our shareholders, may be refunded to industrial consumers, through issuing class “B” preferred shares, in accordance with the proceedings described above.

As of December 31, 2015 consumers have filed 5,216 lawsuits against us questioning the monetary adjustments, understated inflation and interest calculations related to the repayment of the compulsory loans. Of those lawsuits, 1,834 have been decided against us and are currently being enforced during 2015.    In the third quarter of 2015, the STJ issued decisions defining the parameters for the method to calculate such executions, accepting some of the claims made by Eletrobras, although not entirely, causing adjustments to the calculation methods adopted by Eletrobras and the risk classification of these claims and consequent difference in the provision for contingencies. The total amount involved in these lawsuits is unadjusted for monetary restatement and required expert assessment to be estimated reliably. The total amount paid by Eletrobras in the outstanding lawsuits is approximately R$ 6.1 billion. In the course of enforcement proceedings, we have been required to pledge certain of our assets, consisting mainly of preferred shares held by us in other electricity sector companies. As of December 31, 2015 we have provisioned in our consolidated financial statements filed with CVM the amount R$ 9.3 billion to cover losses arising from unfavorable decisions on these lawsuits.

We are also involved in approximately 2,100 lawsuits related to the repayment of the compulsory loans, in which consumers seek to exercise the option to convert their credits presented by bonds payable to the bearer. These bonds are called “obrigações da Eletrobras” and are subject to expiration, which has already passed. Although we believe that we have no further liability in respect of these bonds because they are expired, any legal interpretation that the bonds have not expired could adversely affect our results of operations and financial condition.

Judgment may not be enforceable against our directors or officers.

All of our directors and officers named in this annual report reside in Brazil. We, our directors and officers and our Fiscal Council members, have agreed to accept service of process in the United States only in specific transactions. Substantially all of our assets, as well as the assets of these persons, are located in Brazil. As a result, it may not be possible to effect service of process within the United States or other jurisdictions outside Brazil upon these persons, attach their assets, or enforce against them or us in United States courts, or the courts of other jurisdictions outside Brazil, judgments predicated upon the civil liability provisions of the securities laws of the United States or the laws of other jurisdictions.

We and our subsidiaries may be required to make substantial contributions to the pension plans of our current and former employees which we sponsor.

Pursuant to Supplementary Law No. 108/2001 and Supplementary Law No. 109/2001, we are required to make contributions to the pension plans of our current and former employees. If there is mismatch in the reserves of the pension plans and the amount of resources available to the plans, we (as sponsors) and the pension plan beneficiaries must contribute to the pension plan to re-establish the plan’s balance.

In 2015, the pension plans that we and our subsidiaries sponsor recorded a deficit of R$ 1.9 billion. In 2014, the deficit was R$ 2.2 billion. We contributed R$ 421.9 million and R$ 525.0 million to these pension plans in 2014 and 2015, respectively. Various pension plans which we sponsor are engaged in discussionswith PREVIC (Superintendência Nacional de Previdência Complementar), the pension plan supervisory body, to reduce or eliminate these plans’ deficits. If these discussions determine that the deficits need to be partially or fully reduced, they will require the pension plan beneficiaries and their sponsors, such as us, to make extraordinary contributions. The terms of these contributions, which will be agreed among the beneficiaries and sponsors, may be substantial and could adversely affect our results of operations and financial condition.

 

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Our insurance coverage may be insufficient to cover potential losses.

Our business is generally subject to a number of risks and hazards, including industrial accidents, labor disputes, unexpected geological conditions, changes in the regulatory environment, environmental hazards and weather and other natural phenomena. Additionally, we and our subsidiaries are liable to third parties for losses and damages caused by any failure to provide generation, transmission and distribution services.

Our insurance covers only part of the losses that we may incur. We are currently in the process of renegotiating our insurance policies at a group level to ensure uniform coverage and adequate protection for all our operations. Nevertheless, we believe that we maintain insurance in amounts that are adequate to cover material damages to our plants caused by fire, general third-party liability for accidents and operational risks. If we are unable to renew our insurance policies from time to time or losses or other liabilities occur that are not covered by insurance or that exceed our insurance limits, we could be subject to significant unexpected additional losses.

Risks Relating to Brazil

The Brazilian Government has exercised, and continues to exercise, significant influence over the Brazilian economy. Brazilian economic and political conditions and investor perception of these conditions have a direct impact on our business, financial condition, results of operations and prospects.

The Brazilian economy has been characterized by the significant involvement of the Brazilian Government, which often changes monetary, credit, exchange and other policies to influence Brazil’s economy. The Brazilian Government’s actions to control inflation and effect other policies have often involved wage and price controls, depreciation of the real, controls over remittances of funds abroad, intervention by the Central Bank to affect base interest rates and other measures. We have no control over, and cannot predict, what measures or policies the Brazilian Government may take in the future. Our business, financial condition, results of operations and prospects may be adversely affected by changes in Brazilian Government policies, as well as general factors including, without limitation:

 

  Brazilian economic growth;

 

  inflation;

 

  interest rates;

 

  variations in exchange rates;

 

  exchange control policies;

 

  liquidity of the domestic capital and lending markets;

 

  fiscal policy and changes in tax laws;

 

  allegations of corruption against political parties, elected officials or other public officials, including allegations made in relation to Operação Lava Jato; and

 

  other political, diplomatic, social and economic policies or developments in or affecting Brazil.

Changes in, or uncertainties regarding the implementation of, the policies listed above could contribute to economic uncertainty in Brazil, thereby increasing the volatility of the Brazilian securities market and the value of Brazilian securities traded abroad.

Historically, the level of the country’s political stability has influenced the performance of the Brazilian economy and political crises have affected the confidence of investors and the general public, which resulted in economic deceleration and heightened volatility in the securities issued abroad by Brazilian companies. Currently, Brazilian markets are experiencing heightened volatility due to the uncertainties derived from the ongoing Lava Jato Investigations and its impacts on the Brazilian economy and political environment. Any developments in Operação Lava Jato (foreseeable and unforeseeable) could have a material adverse effect on the Brazilian economy and on our results of operations and financial condition.

 

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Additionally, since 2011, Brazil has been experiencing an economic slowdown. In 2015, the Brazilian Gross Domestic Product, or GDP, contracted by 3.9%. Growth rates were 0.1% in 2014, 2.7% in 2013, 1.8% in 2012 and 3.9% in 2011, compared to a GDP growth of 7.5% in 2010. Our results of operations and financial condition have been, and will continue to be, affected by the growth rate of GDP in Brazil. In years in which the Brazilian GDP does not grow, there tends to be a decrease in the demand for power. Further, it may also lead to an increase in commercial losses and customer defaults. We cannot assure that GDP will increase or remain stable in the future. Future developments in the Brazilian economy may affect Brazil’s growth rates and, consequently, the consumption of energy. As a result, these developments could impair our results of operations and financial condition.

The stability of the Brazilian real is affected by its relationship with the U.S. dollar, inflation and Brazilian Government policy regarding exchange rates. Our business could be adversely affected by any recurrence of volatility affecting our foreign currency-linked receivables and obligations.

The Brazilian currency has experienced high degrees of volatility in the past, which after a relatively long period of stability, became extremely volatile again in 2014 and 2015. The Brazilian Government has implemented several economic plans, and has used a wide range of foreign currency control mechanisms. Nevertheless, the exchange rate between the real and the dollar reached R$ 3.90 to U.S.$1.00 on December 31, 2015, R$ 2.66 to U.S.$1.00 on December 31, 2014 and R$ 2.34 to U.S.$1.00 on December 31, 2013.

Because of the volatility and the uncertainty of the factors that impact the exchange rate, it is difficult to predict future movements in the exchange rate. In addition, the Brazilian Government may change its foreign currency policy. Any governmental interference in the exchange rate, or the implementation of exchange control mechanisms, could influence the exchange rate. These exchange rate scenarios may have adverse effects on us as they may adversely affect the value of our receivables from Itaipu which are denominated in U.S. dollars as well as any of our indebtedness denominated in U.S. dollars.

As of December 31, 2014, approximately 30% of our consolidated indebtedness (of R$ 39,539 million), which amounted to R$ 11,878 million, was denominated in foreign currencies, of which R$ 11,484 million (or approximately 29% of our consolidated indebtedness) was denominated in U.S. dollars. As of December 31, 2015, approximately 33% of our consolidated indebtedness (of R$ 46,398 million), which amounted to R$ 15,283 million, was denominated in foreign currencies, of which R$ 14,851 million (or approximately 32% of our consolidated indebtedness) was denominated in U.S. dollars.

Allegations of political corruption against the Brazilian federal government and the Brazilian legislative branch and ongoing impeachment proceeding could create economic and political instability.

Members of the federal government and the Brazilian legislative branch have faced allegations of political corruption. As a result, a number of politicians, including senior federal officials and congressmen, resigned or have been arrested. Currently, elected officials and other public officials in Brazil are being investigated for allegations of unethical and illegal conduct identified during Operação Lava Jato being conducted by the Office of the Brazilian Federal Prosecutor.

Furthermore, in December 2015, the opening of impeachment proceeding was authorized against President Dilma Rousseff alleging non-compliance with the fiscal responsibility law. On April 17, 2016, the lower house of the Brazilian legislature voted to allow the Senate to commence the impeachment proceeding of President Dilma Rousseff. On May 12, 2016, the upper house of the Brazilian legislature determined that the impeachment proceeding was admissible and, accordingly, commenced an impeachment trial. During the 180-day trial period, the Vice-President of Brazil acted as President. On August 10, 2016, the Senate approved the report of its special impeachment committee which recommended that President Dilma Rousseff should be brought to trial by the upper house of the Brazilian legislature. On August 31, 2016, President Dilma Rousseff was found guilty, losing her mandate and Vice-President Michel Temer took office for the remainder of the term of January 1, 2019. In September 2016 the result of the impeachment proceedings was appealed to the Supreme Court of Brazil (Supremo Tribunal Federal). The court has not ruled on this appeal.

 

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The outcome of the appeals concerning the impeachment proceeding, as well as on-going political demonstrations in respect of the impeachment process and the corruption allegations against senior politicians led, and may lead, to further political instability and a further decline in confidence by consumers and foreign direct investors in the stability and transparency of the Brazilian government, and may continue to have a material adverse effect on Brazil’s economic growth. This in turn may have a material negative impact on our businesses. Political demonstrations in respect of the corruption-related issues discussed above have affected the Brazilian economy and investors’ perceptions about Brazil. For example, mass street protests, which have been taking place since mid-2013 and recently took place on March 13, 2016 across an estimated 150 cities in Brazil, demonstrate the public’s dissatisfaction with corruption and certain political measures, and represent a potential risk to the Brazilian political and economic outlook.

The potential outcome of Operação Lava Jato and the appeals concerning the impeachment proceeding is unknown and have had an adverse impact on general market perception of the Brazilian economy. In respect of Operação Lava Jato the conclusion or further allegations of illegal conduct could have additional adverse effects on the Brazilian economy. The President of Brazil has powers to indirectly appoint the majority of our directors. Accordingly, any change in the Brazilian government could lead to changes in our management. We cannot predict whether the outcome of Operação Lava Jato and the impeachment proceeding will lead to further instability or whether new allegations against Brazilian government officials will arise in the future. In addition, we cannot predict the outcome of any such allegations nor their effect on the Brazilian economy and, consequently, our results of operations.

Inflation, and the Brazilian Government’s measures to curb inflation, may further contribute significantly to economic uncertainty in Brazil and materially adversely impact our operating results.

Brazil has historically experienced high rates of inflation, particularly prior to 1995. Inflation, as well as government efforts to combat inflation, had significant negative effects on the Brazilian economy. More recently, inflation rates were 10.67% in 2015, 6.41% in 2014, 5.91% in 2013 and 5.84% in 2012, as measured by the IPCA, the National Consumer Price Index, compiled by IBGE (Brazilian Institute of Geography and Statistics).

Brazil may experience high levels of inflation in the future. The Brazilian government may introduce policies to reduce inflationary pressures, which could have the effect of reducing the overall performance of the Brazilian economy. Some of these policies may have an effect on our ability to access foreign capital or reduce our ability to execute our future business and management plans.

The Brazilian government’s measures to control inflation have often included maintaining a tight monetary policy with high real interest rates. These policies have contributed to limiting the size and attractiveness of the local debt markets, requiring borrowers like us to seek additional foreign currency funding in the international capital markets. To the extent that there is economic uncertainty in Brazil, which weakens our ability to obtain external financing on favorable terms, the local Brazilian market may be insufficient to meet our financing needs, which in turn may materially adversely affect us.

Risks Relating to the Brazilian Power Industry

We are subject to impacts related to the hydrological conditions.

We are subject to hydrological risks derived from adverse weather conditions such as flooding of certain rivers and excessively low flow rates in other rivers. Accordingly, the Interconnected Power System, or SIN, uses the MRE (Mecanismo de Realocação de Energia), an association of energy sellers to divide the hydrological risks existing in the market.

The Generation Scaling Factor, or GSF, represents the relation between the total production and collateral of the hydroelectric energy generators of the SIN that are part of the MRE, which represents the volume of energy in energy generation contracts. If there are excessively low flow rates, the hydroelectric generators will have to obtain energy in the short term market pursuant to the PLD.

 

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As Brazil experience an unusually severe drought between 2012 and 2015, its energy generation was below its expected levels. Following the enactment of Law No. 12,783, only generation companies which hold concessions which were not renewed pursuant to its terms and are due to expire remain exposed to this risk. As some of our subsidiaries hold concessions due to expire we and our subsidiaries are exposed to this risk. Accordingly, in the event that there are unfavorable hydrological conditions our results of operations and financial condition may be affected. As this risk is systemic, and even though we are currently adopting strategies to reduce the impact of this risk, we cannot guarantee that this risk will be completely mitigated or avoided.

In addition, we act as commercial agent of the energy generated by Itaipu in the regulated market making available the total volume of energy agreed to the quota holders. Accordingly, the hydrological risks cannot be mitigated. Although there are expenses associated with the commercialization of energy, these expenses are only indemnified in the subsequent year, which significantly impacted our cash flows. However, following the enactment of Decree No. 8,401/2015, after considering the MRE, the Itaipu generation hydrological risk must be assured by distribution concessionaires when defining the tariffs, and not in the subsequent year. Accordingly, from 2015 onwards we will no longer bear expenses related to Itaipu hydrological risks. However, we cannot guarantee that we will not incur expenses relating to power generated by Itaipu. We depend on approval from the relevant regulatory authorities to increase tariffs for the power generated, despite the fact that we have the right to certain indemnification payments pursuant to Law No. 8,401/2015, as discussed above.

Generally, unfavorable hydrological conditions that result in a reduced supply of electricity to the Brazilian market could cause, among other things, the implementation of broad electricity conservation programs, including mandatory reductions in electricity consumption or the imposition of special taxes or charges on the sector to finance the costs of production of new thermal power plants, which are usually more expensive. In addition, we might incur higher costs in our distribution segment due to the need to purchase electricity for resale which would impact the cash flows of our distribution companies. Accordingly, it is possible that prolonged periods of reduced precipitation levels might adversely affect our financial condition and results of operations.

We could be penalized by ANEEL for failing to comply with the terms of our concession agreements and applicable legislation and we may not recover the full value of our investment in the event that any of our concession agreements are terminated.

We carry out our generation, transmission and distribution activities in accordance with concession agreements we execute with the Brazilian Government through ANEEL. The length of such concessions varies from 20 to 35 years. ANEEL may impose penalties on us in the event that we fail to comply with any provision of our concession agreements and of the legislation and regulation applicable to the electricity sector. Depending on the extent of the non-compliance, these penalties could include substantial fines (in some cases up to two percent of our gross revenues in the fiscal year immediately preceding the assessment), restrictions on our operations (such as exclusion from upcoming auctions), intervention or termination of the concession. ANEEL may also terminate our concessions prior to their due date in the event that we fail to comply with their provisions, are declared bankrupt or are dissolved, or in the event that ANEEL determines that such termination would serve the public interest (see “Item 4.B, Business Overview – Generation – Concessions”).

As of December 31, 2014 and 2015, we believe we were in compliance with all material terms of our concession agreements. However, we cannot assure you that we will not be penalized by ANEEL for a future breach of our concession agreements or that our concessions will not be terminated in the future. In the event that ANEEL were to terminate any of our concessions before their expiration date, the compensation we recover for the unamortized portion of our investment may not be sufficient for us to recover the full value of our investment and, accordingly, could have a material adverse effect on our financial condition and results of operations.

We may be subject to administrative intervention if we provide our services in an inadequate manner or violate contractual obligations, regulations and other legal obligations.

Law No. 12,767/2012 permits ANEEL to intervene in electric power concessions considered part of the public service in order to guarantee adequate levels of service as well as compliance with the terms and conditions under the concession contract, regulations and other relevant legal obligations.

If ANEEL were to intervene in concessions as part of an administrative procedure, management would have to present a recovery plan to correct any violations and failures that gave rise to the intervention. Should the recovery plan be dismissed or not presented within the timelines stipulated by the regulations, ANEEL may, among other things, expropriate or forfeit the concession, reallocate our assets or adopt measures which may alter our shareholding structure.

 

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If the holders of our concessions are subject to an administrative intervention, we and our subsidiaries may be subject to an internal reorganization in accordance with the recovery plan presented by management, which may adversely affect our financial condition and results of operations. In addition, should the recovery plan be rejected by the administrative authorities, ANEEL would be able to use its powers described above, which could have an adverse impact on our financial condition and results of operations.

Our generation, transmission and distribution activities are regulated and supervised by the Brazilian Government. Our business could be adversely affected by any regulatory changes or by termination of the concessions prior to their expiration dates, and any indemnity payments for the early terminations may be less than the full amount of our investments.

According to Brazilian law, ANEEL has the authority to regulate and supervise the generation, transmission and distribution activities of electrical energy concessionaries, such as us and our subsidiaries, including in relation to investments, additional expenses, tariffs and the passing of costs to customers, among other matters. Regulatory changes in the electrical energy sector are hard to predict and may have a material adverse impact on our financial condition and results of operations.

Concessions may be terminated early through expropriation and/or forfeiture. Granting authorities may expropriate concessions in the interest of the public as expressly provided for by law, in which case granting authorities carry out the service during the concession period. A granting authority may declare the forfeiture of concessions after ANEEL or the MME conduct an administrative procedure and declare that the concessionaire (a) did not provide proper service for more than 30 consecutive days and did not present any acceptable alternative to ANEEL or to ONS, or failed to comply with the applicable law or regulation; (b) lost the technical, financial or economic conditions required to provide the service properly; and/or (c) did not comply with the fines charged by the granting authority.

Penalties are set forth in ANEEL Resolution No. 63, of 2004, and include warnings, substantial fines (in certain cases up to 2.0% of the revenue for the fiscal year immediately preceding the evaluation), restrictions on the concessionaire’s operations, intervention or termination of the concession.

We may contest any expropriation or forfeiture and will be entitled to receive compensation for our investments in expropriated assets that have not been fully amortized or depreciated. However, the indemnity payments may not be sufficient to fully recover our investments, which could materially adversely affect our financial condition and results of operations.

We are strictly liable for any damages resulting from inadequate supply of electricity to distribution companies, and our contracted insurance policies may not fully cover such damages.

Under Brazilian law, we are strictly liable for direct and indirect damages resulting from the inadequate supply of electricity to distribution companies, such as abrupt interruptions or disturbances arising from the generation, distribution or transmission systems. Accordingly, we may be held liable for such damages even if we are not at fault. As a result of the inherent uncertainty involved in these matters, we do not maintain any provisions in relation to potential damage, and these interruptions or disturbances may not covered by our insurance policies or may exceed the coverage limits of such policies.

Accordingly, if we are found liable to pay damages in a material amount, our financial condition and results of operations would be materially adversely affected to a greater degree than those claims where we have recorded provisions.

 

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We are subject to strict safety, health and environmental laws and regulations that may become more stringent in the future and may result in increased liabilities and increased capital expenditures.

Our operations are subject to comprehensive federal, state and local safety, health and environmental legislation as well as supervision by agencies of the Brazilian Government that are responsible for the implementation of such laws. Among other things, these laws require us to obtain environmental licenses for the construction of new facilities or the installation and operation of new equipment required for our business. The rules are complex and may change over time, making our ability to comply with the applicable requirements more difficult, thereby precluding our continuing or future generation, transmission and distribution operations.

For example, the Ministry of Environment required us to fulfill 34 steps related to health and safety and the environment in order to receive a permit for operation of our Belo Monte project. We see increasing health and safety requirements as a trend in our industry. Moreover, private individuals, non-governmental organizations and the public have certain rights to commence legal proceedings to obtain injunctions to suspend or cancel the licensing process. In addition, Brazilian Government agencies could take enforcement action against us for any failure to comply with applicable laws. Such enforcement action could include, among other things, the imposition of fines, revocation of licenses and suspension of operations. Such failures may also result in criminal liability, irrespective of our strict liability to perform environmental remediation and to indemnify third parties for environmental damage. We cannot accurately predict the effect that compliance with enhanced environmental, health or safety regulations may have on our business. If we do not secure the appropriate permits, our growth strategy will be significantly adversely affected, which may materially adversely affect our results of operations and our financial condition.

Environmental regulations require us to perform environmental impact studies on future projects and obtain regulatory permits.

We must conduct environmental impact studies and obtain regulatory permits for our current and future projects. We cannot assure you that these environmental impact studies will be approved by the Brazilian Government, that public opposition will not result in delays or modifications to any proposed project or that laws or regulations will not change or be interpreted in a manner that could materially adversely affect our operations or plans for the projects in which we have an investment. We believe that concern for environmental protection is also an increasing trend in our industry. Although we consider environmental protection when developing our business strategy, changes in environmental regulations, or changes in the policy of enforcement of existing environmental regulations, could materially adversely affect our results of operations and our financial condition by delaying the implementation of electricity projects, increasing the costs of expansion.

Construction, expansion and operation of our electricity generation, transmission and distribution facilities and equipment involve significant risks that could lead to lost revenues or increased expenses.

The construction, expansion and operation of facilities and equipment for the generation, transmission and distribution of electricity involve many risks, including:

 

  the inability to obtain required governmental permits and approvals;

 

  the unavailability of equipment;

 

  supply interruptions;

 

  work stoppages;

 

  labor unrest;

 

  social unrest;

 

  interruptions by weather and hydrological conditions;

 

  unforeseen engineering and environmental problems;

 

  increases in electricity losses, including technical and commercial losses;

 

  construction and operational delays, or unanticipated cost overruns;

 

  issues related to the sale of energy;

 

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  the unavailability of adequate funding; and

 

  expenses related to the operation and maintenance segment cannot be fully approved by ANEEL.

For example, we experienced work stoppages during the construction of our Jirau, Santo Antônio hydroelectric plants and the Belo Monte which is a plant we own through an SPE. We do not have insurance coverage for some of these risks, particularly for those related to weather conditions.

As a further example, we and our subsidiaries Chesf and Eletronorte are currently in conflict with the other shareholders of Norte Energia S.A. in relation to the Belo Monte project. The conflict relates to the interpretation of certain provisions of the shareholders’ agreement of Norte Energia S.A. in relation to the sale of power on the Free Market. In 2016 the shareholders of Norte Energia S.A. filed an arbitration proceeding against Eletrobras to dispute the reading of a section of that compay’s shareholders’ agreement. The section under dispute established a right of first refusal to enter into a purchase and sale agreement of 20% of the average secured power generated by Belo Monte and which was destinated to the Free Market (ACL). Notwithstanding the ongoing arbitration procedure the shareholders have been endeavoring to reach a consensus to enter into such Free Market agreements, which, once executed by the shareholders and submitted to BNDES, would allow the release of to R$ 2 billion. This amount has already been contracted with the bank and will be credited to the company by BNDES once it receives a copy of the purchase and sale agreement duly executed by all parties. If the reading of the disputed section of the shareholders’ agreement and the respective arbitration award are disfavorable to Eletrobras its financial status and operational income may be adversely impacted.

Furthermore, the implementation of investments in the transmission sector has suffered delays due to the difficulty to obtain the necessary government permits and approvals. This has led to delays in investments in generation due to the lack of transmission lines to drain production. If we experience any of these or other unforeseen risks, we may not be able to generate, transmit and distribute electricity in amounts consistent with our projections, which may have a material adverse effect on our financial condition and results of operations.

Risks Relating to our Shares and ADS

The New York Stock Exchange commenced procedures to delist our ADS. We cannot assure that the SEC will not move forward with the procedure to cancel our registration.

As a result of our failure to timely file this Annual Report on Form 20-F with the SEC, the NYSE informed us that we were not in compliance with the NYSE’s continued listing requirements under the timely filing criteria outlined in Section 802.01E of the NYSE Listed Company Manual and that we were subject to the procedures set forth in the NYSE’s listing standards related to late filings. Under the NYSE rules we were given an additional six months to file our 2014 annual report on Form 20-F with the SEC, subject to up to an additional six-month extension in the discretion of the NYSE. The NYSE granted us the further six-month extension until May 18, 2016 to file our delinquent report. Because Eletrobras has been unable to file its 2014 and 2015 annual reports on Form 20-F, the NYSE suspended trading in its ADS in May 2016 and commenced delisting proceedings. Although Eletrobras does not dispute that its ADS cannot currently be traded on the NYSE due to the filing delinquency, it has requested that the NYSE exercise its discretion to defer an ultimate delisting decision. In June 2016, the Brazilian Minister of Finance and Minister of Mines and Energy sent letters to the NYSE explaining the importance to the Brazilian government of an NYSE listing for Eletrobras. A hearing regarding the NYSE’s delisting proceedings has been scheduled for October 13, 2016.

The listing standards of the NYSE provide the NYSE with broad discretion regarding delisting matters. One of the factors described in the NYSE’s listing standards that could lead to a company’s delisting is its failure to make timely, adequate and accurate disclosures of information to our stockholders and the investing public.

Although we are filing our 2015 annual report on Form 20-F and our 2014 annual report on Form 20-F on this date, we cannot assure that, in the discretion of the NYSE, our ADS will not be delisted, or that they will resume trading on the NYSE. If our ADS were to be delisted, there could be no assurance whether or when it would again be listed for trading on the NYSE or another U.S. exchange. Further, the market price of our ADS might decline and become more volatile, and our ADS holders may find that their ability to trade in our ADS would be adversely affected. In addition, institutions whose charters do not allow them to hold securities in unlisted companies might sell our ADS, which could have a further adverse effect on the price of our ADS and underlying shares.

 

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On August 30, 2016, the company received a letter from the SEC in which it informed the company about the possibility of having its registration cancelled because Eletrobras failed to file its annual reports on Form 20-F for 2014 and 2015 with the SEC. Even though the company is filing its annual reports on Form 20-F for 2014 and 2015 on the date hereof, we cannot assure that the SEC will not move forward with the procedure to cancel our registration. In the event we are no longer registrant, our ADS could not trade over our exchanged in the United States.

If you hold our preferred shares, you will have extremely limited voting rights.

In accordance with the Brazilian Corporate Law and our by-laws, holders of the preferred shares, and, by extension, holders of the ADS representing them, are not entitled to vote at our shareholders’ meetings, except in very limited circumstances. This means, among other things, that a preferred shareholder is not entitled to vote on corporate transactions, including mergers or consolidations with other companies. Our principal shareholder, who holds the majority of common shares with voting rights and controls us, is therefore able to approve corporate measures without the approval of holders of our preferred shares. Accordingly, an investment in our preferred shares is not suitable for you if voting rights are an important consideration in your investment decision.

Exercise of voting rights with respect to common and preferred shares involves additional procedural steps.

When holders of common shares are entitled to vote, and in the limited circumstances where the holders of preferred shares are able to vote, holders may exercise voting rights with respect to the shares represented by ADS only in accordance with the provisions of the deposit agreement relating to the ADS. There are no provisions under Brazilian law or under our by-laws that limit ADS holders’ ability to exercise their voting rights through the depositary bank with respect to the underlying shares. However, there are practical limitations upon the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with such holders. For example, holders of our shares will receive notice and will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. ADS holders, by comparison, will not receive notice directly from us. Rather, in accordance with the deposit agreement, we will provide the notice to the depositary bank, which will in turn, as soon as practicable thereafter, mail to holders of ADS the notice of such meeting and a statement as to the manner in which instructions may be given by holders. To exercise their voting rights, ADS holders must then instruct the depositary bank how to vote their shares. Because of this extra procedural step involving the depositary bank, the process for exercising voting rights will take longer for ADS holders than for holders of shares. ADS for which the depositary bank does not receive timely voting instructions will not be voted at any meeting.

If we issue new shares or our shareholders sell shares in the future, the market price of your ADS may be reduced.

Sales of a substantial number of shares, or the belief that this may occur, could decrease the prevailing market price of our common and preferred shares and ADS by diluting the shares’ value. If we issue new shares or our existing shareholders sell shares they hold, the market price of our common and preferred shares, and of the ADS, may decrease significantly. Such issuances and sales also might make it more difficult for us to issue shares or ADS in the future at a time and a price that we deem appropriate and for you to sell your securities at or above the price you paid for them. Our controlling shareholder, the Brazilian Government, may decide to capitalize us for a variety of reasons therefore diluting existing shareholders and ADS holders.

Political, economic and social events as well as the perception of risk in Brazil and in other countries, including the United States, European Union and emerging countries, may affect the market prices for securities in Brazil, including Eletrobras shares.

The Brazilian securities market is influenced by economic and market conditions in Brazil, as well as in other countries, including the United States, European Union and emerging countries. Despite the significant different economic conjecture between these countries and Brazil, investors’ reactions to events in these countries may have a relevant adverse effect on the market value of Brazilian securities, especially those listed on the stock

 

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exchange. Crisis in the United States, European Union or emerging countries may reduce investors’ interest in Brazilian companies, including Eletrobras. For example, the prices of shares listed on BM&FBOVESPA have been historically affected by fluctuations of the American interest rate as well as the variations of the main indexes for North-American shares. Events in other countries and capital markets may adversely affect the market price of Eletrobras shares to the extent that, in the future, it could difficult or prevent access to capital markets and investment financing on acceptable terms.

Exchange controls and restrictions on remittances abroad may adversely affect holders of ADS.

You may be adversely affected by the imposition of restrictions on the remittance to foreign investors of the proceeds of their investments in Brazil and the conversion of reais into foreign currencies. The Brazilian Government imposed remittance restrictions for approximately three months in late 1989 and early 1990. Restrictions like these would hinder or prevent the conversion of dividends, distributions or the proceeds from any sale of our shares, as the case may be, from reais into U.S. dollars and the remittance of the U.S. dollars abroad. We cannot assure you that the Brazilian Government will not take similar measures in the future.

Exchanging ADS for the underlying shares may have unfavorable consequences.

As an ADS holder, you benefit from the electronic certificate of foreign capital registration obtained by the custodian for our preferred shares underlying the ADS in Brazil, which permits the custodian to convert dividends and other distributions with respect to the preferred shares into non-Brazilian currency and remit the proceeds abroad. If you surrender your ADS and withdraw preferred shares, you will be entitled to continue to rely on the custodian’s electronic certificate of foreign capital registration for only five business days from the date of withdrawal. Thereafter, upon the disposition of or distributions relating to the preferred shares unless you obtain your own electronic certificate of foreign capital registration or you qualify under Brazilian foreign investment regulations that entitle some foreign investors to buy and sell shares on Brazilian stock exchanges without obtaining separate electronic certificates of foreign capital registration you would not be able to remit abroad non-Brazilian currency. In addition, if you do not qualify under the foreign investment regulations you will generally be subject to less favorable tax treatment of dividends and distributions on, and the proceeds from any sale of, our preferred shares.

If you attempt to obtain your own electronic certificate of foreign capital registration, you may incur expenses or suffer delays in the application process, which could delay your ability to receive dividends or distributions relating to our preferred shares or the return of your capital in a timely manner. The depositary’s electronic certificate of foreign capital registration may also be adversely affected by future legislative changes.

You may not receive dividend payments if we incur net losses or our net profit does not reach certain levels.

Under Brazilian Corporate Law and our by-laws, we must pay our shareholders a mandatory distribution equal to at least 25% of our adjusted net profit for the preceding fiscal year, with holders of preferred shares having priority of payment. Our by-laws require us to pay holders of our preferred shares annual dividends equal to the greater of 8% (in the case of our class “A” preferred shares (subscribed up to June 23, 1969) and 6% (in the case of our class “B” preferred shares (subscribed after June 24, 1969), calculated by reference to the capital stock portion of each type and class of stock, subject to the restrictions explained in the preceding paragraph.

If we realize a net profit in an amount sufficient to make dividend payments, dividends are payable to holders of our preferred and common shares. If we incur net losses or realize net profits in an amount insufficient to make dividend payments, our management may recommend that dividend payments be made using the statutary profit reserve after accounting for the net losses for the year and any losses carried forward from previous years. In the event that we are able to declare dividends, our management may nevertheless decide to defer payment of dividends or, in limited circumstances, not to declare dividends at all. We cannot make dividend payments from our legal reserve and capital reserve accounts.

Additionally, in accordance with the Brazilian Corporate Law Law 6,404/1976, if Eletrobras posts net income for the year which is characterized, in whole or in part, as not having been financially unrealized, according to the parameters defined in this law, the management may choose to incorporate a reserve of unrealized profits, thus not declaring dividends. Also, according to the legal criteria, the amount of profits allocated to this reserve shall be paid to the shareholders in the period when the profit which is subject to this retention be financially realized.

 

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You may not be able to exercise preemptive rights with respect to the preferred or common shares.

You may not be able to exercise the preemptive rights relating to the preferred or common shares underlying your ADS unless a registration statement under the United States Securities Act of 1933, as amended, (the “Securities Act”), is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the shares relating to these preemptive rights, and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration applies, you may receive only the net proceeds from the sale of your preemptive rights by the depositary or, if the preemptive rights cannot be sold, they will be allowed to lapse and accordingly your ownership position relating to the preferred or common shares will be diluted.

Changes in Brazilian tax laws may have an adverse impact on the taxes applicable to a disposition of our shares or ADS.

Law No. 10,833 of December 29, 2003 provides that the disposition of assets located in Brazil by a non-resident to either a Brazilian resident or a non-resident is subject to taxation in Brazil, regardless of whether the disposition occurs outside or within Brazil. This provision results in the imposition of income tax on the gains arising from a disposition of our common or preferred shares by a non-resident of Brazil to another non-resident of Brazil. There is no judicial guidance as to the application of Law No. 10,833 of December 29, 2003 and, accordingly, we are unable to predict whether Brazilian courts may decide that it applies to dispositions of our ADS between non-residents of Brazil. However, in the event that the disposition of assets is interpreted to include a disposition of our ADS, this tax law would accordingly result in the imposition of withholding taxes on the disposition of our ADS by a non-resident of Brazil to another non-resident of Brazil.

Because any gain or loss recognized by a U.S. Holder (as defined in “Item 10.E, Taxation – Material United States Federal Income Tax Consequences”) will generally be treated as a U.S. source gain or loss, unless such credit can be applied (subject to applicable limitations) against tax due on the other income treated as derived from foreign sources, such U.S. Holder would not be able to use the U.S. foreign tax credit arising from any Brazilian tax imposed on the disposition of our common or preferred shares or our ADS.

ITEM 4. INFORMATION ON THE COMPANY

Overview

Directly and through our subsidiaries, we are involved in the generation, transmission and distribution of electricity in Brazil. As of December 31, 2015, we controlled approximately 32% of the installed power generating capacity within Brazil. Through our subsidiaries, we are also responsible for approximately 47.1% of the installed transmission capacity above 230 kV in Brazil. Our revenues derive mainly from:

 

    the generation of electricity and its sale to electricity distribution companies and free consumers;

 

    the transmission of electricity on behalf of other electricity concessionaires; and

 

    the distribution of electricity to end consumers.

For the year ended December 31, 2015, we derived 52.7%, 16.4% and 29.9% of our net operating revenues (before eliminations) from our electricity generation, transmission, and distribution businesses, respectively. For the year ended December 31, 2015, our net revenues after eliminations were R$ 32.6 million, compared to R$ 30.1 million for the year ended December 31, 2014.

 

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A. History and Development

General

We were established on June 11, 1962 as a mixed capital company with limited liability and unlimited duration. We are subject to Brazilian Corporate Law. Our executive offices are located at Avenida Presidente Vargas, 409, 13th Floor, Edifício Herm. Stolz, CEP 20071-003, Rio de Janeiro, RJ, Brazil. Our telephone number is +55 21 2514 4637. Our legal name is Centrais Elétricas Brasileiras S.A. – Eletrobras and our commercial name is Eletrobras.

Capital Expenditures

In the last three years, as per the table below, we have invested an average of R$ 11.0 billion per year in expansion, modernization, research, infrastructure and environmental quality. Approximately 53.5% was invested in our generation segment, 33.6% in our transmission segment and the balance in our distribution segment and other investments.

 

Nature of Investments

(R$ Millions)

   2015      2014      2013  

Subtotal Own Investments

     6,059.52         6,264.54         7,259.06   

Generation

     2,162.98         2,182.88         2,630.91   

Transmission

     1,855.35         2,111.04         2,281.84   

Distribution

     791.20         577.46         741.17   

Maintenance - Generation

     330.97         393.75         427.40   

Maintenance - Transmission

     405.51         477.95         472.21   

Maintenance - Distribution

     212.19         151.35         204.38   

Outros (Research, Infrastructure and Environmental Quality)

     301.33         370.10         501.16   

Subtotal Financial Investments

     4,334.26         5,140.80         3,964.71   

Generation

     3,181.30         3,703.65         3,219.39   

Transmission

     1,152.96         1,437.14         745.32   

Total

     10,393.79         11,405.33         11,223.77   

Our core business is the generation and transmission of energy and we intend to invest heavily in these segments in the upcoming years. With respect to the distribution of electricity, on June 3, 2015, the Brazilian Government enacted Decree No. 8,461 that establishes the criteria for the renewal of distribution concessions. Accordingly, concession holders must meet certain criteria with respect to the quality of the distribution services provided and certain financial ratios.

During the Extraordinary General Meeting of Shareholders held on July 22, 2016, the shareholders approved not to renew the concessions of Companhia Energética do Piaui - CEPISA; Companhia Energética de Alagoas - CEAL; Companhia de Eletricidade do Acre - ELETROACRE; Centrais Elétricas de Rondônia S.A - CERON; Boa Vista Energia S.A.; and Amazonas Distribuidora de Energia and that by December 31, 2017 Eletrobras will transfer the control of these distributions. The shareholdersalso approved that this distributions companies can be responsible for the distribution of public energy until December 31, 2017 if all the necessary funds for these companies to keep their operations ongoing, perform maintenance and make new investments shall be allocated by customer charges or government funding. The shareholders also approved to return, at any time, the distribution companies to Government control if control has not been transferred by December 31, 2017, or if the Federal Government, at any time, ceases to allocate resources to fund these companies or the tariff does not represent proper compensation. If Eletrobras returns such concessions, they will be subject to new bids in the future.

Companies are now selected to construct new generation units and transmission lines by a tender process. It is, therefore, difficult to predict the precise amounts that we will invest in these segments going forward. We are, however, working to secure a significant number of new contracts either alone or as part of a SPE including the private sector.

 

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Under the EPE 10 Year Plan, it is estimated that Brazil will have 211,615 km of transmission lines and 206.4 GW of installed generation capacity by 2024 from 138.8 GW in 2014. These investments by Brazil will represent approximately R$ 376 billion. As the current largest market participant based on length of transmission lines, we expect to participate in the majority of these new investments. In accordance with the Business Plan, whose numbers and targets are under review, we believe that from 2015 to 2019 we will invest approximately R$ 50.3 billion in our generation, transmission and distribution businesses. Our Business Plan is under review. For these investments, we expect to use the funding derived from our net cash flows as well as from accessing national and international capital markets and through bank financing.

Our capital expenditures for fixed assets, intangible assets and concession assets in 2015, 2014 and 2013 were R$ 7,678 million, R$ 6,181.4 million and R$ 5,712 million, respectively.

B. Business Overview

Strategy

Our main strategic objectives are to achieve sustained growth and profitability, while maintaining our position as a leader in the Brazilian electricity sector. In order to achieve these objectives, our main strategies are as follows:

 

    Expand and improve efficiency in our generation and transmission business. Our business is focused on our core operations in the Brazilian generation and transmission markets. Our strategy is to select and optimize opportunities that arise in the auction process for new generation plants and transmission lines in accordance with the Electricity Regulatory Law. By focusing on generation and transmission, we believe that we will be able to maximize profits by improving efficiency in the operation and maintenance of our assets and capitalizing on opportunities arising from greenfield projects or from the selective acquisition of existing assets. Our recently released Corporate Strategy Plan for 2015 to 2030 reinforces our target to achieve a global leadership position in clean energy production by 2030, while maintaining our rates of return at competitive levels, as set forth in our Vision of the Eletrobras System for 2030: “To be among the top three global clean energy companies and among the ten largest electric energy companies in the world, with profitability comparable to the sector’s best and being recognized by all its stakeholders.”

 

    Limit our exposure to our distribution business. During the Extraordinary General Meeting of Shareholders held on July 22, 2016, the shareholders approved not to renew the concessions of Companhia Energética do Piaui - CEPISA; Companhia Energética de Alagoas - CEAL; Companhia de Eletricidade do Acre - ELETROACRE; Centrais Elétricas de Rondônia S.A - CERON; Boa Vista Energia S.A.; and Amazonas Distribuidora de Energia and that by December 31, 2017 Eletrobras will transfer the control of these distributions. The shareholders also approved that this distributions companies can be responsible for the distribution of public energy until December 31, 2017 if all the necessary funds for these companies to keeping their operations ongoing, perform maintenance and make new investments shall be allocated by customer charges or government funding. The shareholders also approved to return, at any time, the distribution companies to Government control if control has not been transferred by December 31, 2017, or if the Federal Government, at any time, ceases to allocate resources to fund these companies or the tariff does not represent proper compensation. If Eletrobras returns such concessions, they will be subject to new bids in the future.

 

   

We seek to maintain high corporate governance standards and to promote sustainability in order to enhance our brand value as well as the market appreciation of our stock. Our shares are listed on three stock markets: the São Paulo Stock Exchange – BM&FBOVESPA (ELET3 and ELET6), in which it is listed as Corporate Governance Level 1; the Madrid Stock Exchange (XELTO and XELTB), through the LATIBEX Program; and the New York Stock Exchange – NYSE (EBR and EBR-B), in which it trades Level 2 American Depositary Receipts (ADRs), although currently our

 

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ADRs are suspended from trading on the NYSE and the NYSE is seeking to de-list our ADRs, we are appealing to the NYSE’s not to de-list our ADRs. During the time our ADRs are suspended from trading, they are trading on the over the counter market in the United States (the “OTC”). We use compliance with the numerous regulations from the stock exchanges as a roadmap for the continuous implementation of best practices in corporate governance. Our current corporate governance standards fully reflect the orientations of our newly released Corporate Strategic Plan for 2015 to 2030 and are included in the audit and administration manuals, the internal regulations of the Board of Directors and Audit Committee as well as our by-laws. The investigation we have undertaken reflects the importance that we place on corporate governance standard and adherence with the FCPA – Foreign Corrupt Practices Act and also the Brazilian Anticorruption Law No.12,846 which took effect on January 29, 2014. For further information regarding the Investigation, see the “Explanatory Note.” We believe that the continuing improvement of our corporate governance standards will help us achieve growth, profitability and increased market share as a result of the positive effect these standards have on our brand, both domestically and internationally. As part of this strategy, we established controls and procedures, in accordance with the Sarbanes Oxley Act of 2002. For a further discussion of our internal controls please see “Item 15 – Controls and Procedures” and “Risk Factors – Risks Relating to our Company – If we are unable to remedy the material weaknesses in our internal controls, the reliability of our financial reporting and the preparation of our consolidated financial statements may be materially adversely affected.” In addition, we are a signatory to the United Nations Global Compact, the world’s largest corporate responsibility initiative, and, for the ninth consecutive year, were selected as a member of BM&FBOVESPA’s ISE Corporate Sustainability Index. From 2011 to 2016, we have been included in the Dow Jones Sustainability Emerging Markets Index. We believe that inclusion in these indices, and registration with organizations recognized for the most stringent governance standards in the world will enable us to significantly raise our global profile and reputation. We strive to maintain our leadership in an increasingly competitive market, positioning ourselves as a company that emphasizes social and environmental responsibility as a path to maintaining business sustainability, providing career development prospects as well as a good working environment for our employees and improved living standards for the communities that live close to our facilities and plants. In order to maintain our present market share, we are committed to the expansion of our generation, transmission and distribution businesses, focusing on improving the performance of our investments as well as our operational efficiency, restructuring our management model and expanding into international markets.

 

    Selectively identify growth opportunities in certain international markets. In accordance with our Corporate Strategic Plan for 2015 to 2030, our aim is to improve our generation and transmission businesses outside Brazil in order to achieve higher rates of return than those we realize in Brazil. Our strategic goal is to generate new energy that can be added to the Interconnected Power System and to integrate certain electrical power systems in the Americas. In order to achieve sustainable growth, we believe that certain international electricity markets offer attractive opportunities, which could present an interesting trade-off when compared to the domestic market. We plan to selectively identify opportunities in these markets in the future. We may also identify and pursue growth opportunities outside South and Central America, mainly in Africa, including renewable energy projects.

Generation

Our principal activity is the generation of electricity. Net revenues (including financial revenues at the holding company level) from generation represented 52.7%, 62.8% and 65.5% of our net operating revenues (before eliminations) in the years ended December 31, 2015, 2014 and 2013, respectively.

Pursuant to Law No. 5,899, of July 5, 1973, and Decree 4,550, of December 27, 2002, Eletrobras must sell all energy produced by Itaipu to distribution companies in the Southern, Southeastern and midwestern regions in Brazil (see “Item 5, Operating and Financial Review and Prospects – Electric Power Market – Itaipu”).

 

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We had an installed capacity of 45,391 MW as of December 31, 2015, 44,156 MW as of December 31, 2014 and 42,987 MW as of December 31, 2013. The increase in capacity over these periods reflects continuous growth. Additionally, we have approximately 12,634 MW in planned projects throughout Brazil through 2018, which are currently under construction, and we have feasibility studies in partnership for an additional capacity of approximately 26,984 MW.

The map below shows the geographic location of our generation assets as of December 31, 2015:

Concessions

As of December 31, 2015, we operated under the following concessions/authorizations granted by ANEEL for our generation businesses:

 

 

LOGO

 

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Concessions/Authorizations

  State     Type of Plant   Installed
Capacity
    End of Concession     Began Service or
Expect to Begin

Operational projects

         

CGTEE

         

Candiota III – Phase C

    Rio Grande do Sul      Thermal     350.00        July, 2041      January, 2011

P. Médici (Candiota)

    Rio Grande do Sul      Thermal     320.00        July, 2015      January, 1974

Chesf

         

Araras

    Ceará      Hydro     4.00        July, 2015      February, 1967

Boa Esperança (Castelo Branco)

    Piauí      Hydro     237.30        December, 2042      January, 1970

Camaçari(1)

    Bahia      Thermal     346.80        August, 2027      February, 1979

Complexo de Paulo Afonso e Piloto

    Bahia      Hydro     4,281.60        December, 2042      January, 1955

Curemas

    Paraíba      Hydro     3.52        November, 2024      June, 1957

Funil

    Bahia      Hydro     30.00        December, 2042      March, 1962

Luiz Gonzaga (Itaparica)

    Pernambuco      Hydro     1,479.60        December, 2042      February, 1988

Pedra

    Bahia      Hydro     20.00        December, 2042      April, 1978

Sobradinho

    Bahia      Hydro     1,050.30        February, 2052      April, 1979

Xingó

    Sergipe      Hydro     3,162.00        December, 2042      April, 1994

Eletronorte

         

Coaracy Nunes

    Amapá      Hydro     78.00        December, 2042      October, 1975

Complexo de Tucuruí

    Pará      Hydro     8,535.00        July, 2024      November, 1984

Curuá-Una

    Pará      Hydro     30.30        July, 2028      April, 1977

Rio Acre

    Acre      Thermal     45.49        April, 2025      December, 1994

Rio Branco I(3)

    Acre      Thermal     18.65        July, 2020      February, 1998

Rio Branco II(3)

    Acre      Thermal     32.75        July, 2020      April, 1981

Rio Madeira(2)

    Rondônia      Thermal     119.35        September, 2018      April, 1968

Samuel

    Rondônia      Hydro     216.75        September, 2029      July, 1989

Santana

    Amapá      Thermal     177.74        September, 2019      March, 1993

Santarém(4)

    Pará      Thermal     18.75        Indefinido      June, 1914

Senador Arnon Afonso Farias de Mello

    Roraima      Thermal     85.99        August, 2024      December, 1990

Furnas

         

Batalha

    Minas Gerais      Hydro     52.50        August, 2041      May, 2014

Corumbá I

    Goiás      Hydro     375.00        December, 2042      April, 1997

Funil

    Rio de Janeiro      Hydro     216.00        December, 2042      April, 1969

Furnas

    Minas Gerais      Hydro     1,216.00        December, 2042      March, 1963

Itumbiara

    Goiás/Minas Gerais      Hydro     2,082.00        February, 2020      February, 1980

Luis Carlos Barreto (Estreito)

    SP/Minas Gerais      Hydro     1,050.00        December, 2042      January, 1969

Manso(5)

    Mato Grosso      Hydro     212.00        February, 2035      October, 2000

Marimbondo

    SP/Minas Gerais      Hydro     1,440.00        December, 2042      April, 1975

Mascarenhas de Moraes

    Minas Gerais      Hydro     476.00        October, 2023      April, 1973

Porto Colômbia

    Minas Gerais/SP      Hydro     320.00        December, 2042      March, 1973

Roberto Silveira (Campos)

    Rio de Janeiro      Thermal     30.00        July, 2027      April, 1977

Santa Cruz(6)

    Rio de Janeiro      Thermal     500.00        July, 2015      March, 1967

Serra da Mesa(5)

    Goiás      Hydro     1,275.00        November, 2039      April, 1998

Simplício

    Rio de Janeiro      Hydro     305.70        August, 2041      June, 1913

Eletronuclear

         

Angra I

    Rio de Janeiro      Nuclear     640.00        December, 2024      January, 1985

Angra II

    Rio de Janeiro      Nuclear     1,350.00        August, 2040      September, 2000

Eletrosul

         

Barra do Rio Chapéu

    Santa Catarina      Hydro     15.15        May, 2034      February, 2013

Capão do Inglês

    Rio Grande do Sul      Wind     10.00        May, 2049      December, 2015

Coxilha Seca

    Rio Grande do Sul      Wind     30.00        May, 2049      December, 2015

Wind Cerro Chato I

    Rio Grande do Sul      Wind     30.00        August, 2045      January, 2012

Wind Cerro Chato II

    Rio Grande do Sul      Wind     30.00        August, 2045      August, 2011

Wind Cerro Chato III

    Rio Grande do Sul      Wind     30.00        August, 2045      June, 2011

Galpões

    Rio Grande do Sul      Wind     8.00        May, 2049      December, 2015

João Borges

    Santa Catarina      Hydro     19.00        December, 2035      July, 2013

 

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Concessions/Authorizations

  State     Type of Plant   Installed
Capacity
    End of Concession   Began Service or
Expect to Begin
 

Mauá(7)

    Paraná      Hydro     3.00      July, 2042     November, 2012   

Megawatt Solar

    Santa Catarina      Solar     0.93      não informado     September, 2014   

Passo São João

    Rio Grande do Sul      Hydro     77.00      August, 2041     March, 2012   

São Domingos

    Mato Grosso do Sul      Hydro     48.00      December, 2037     June, 2013   

Amazonas GT

         

Aparecida

    Amazonas      Thermal     282.50      July, 2020     February, 1984   

Balbina

    Amazonas      Hydro     277.50      March, 2027     January, 1989   

Cidade Nova*

    Amazonas      Thermal     121.10      July, 2015     August, 2008   

Distrito*

    Amazonas      Thermal     124.70      July, 2015     October, 2010   

Electron*

    Amazonas      Thermal     —        July, 2015     June, 2005   

Flores

    Amazonas      Thermal     73.40      August, 2016     February, 2008   

Iranduba

    Amazonas      Thermal     51.30      August, 2016     November, 2010   

Mauá

    Amazonas      Thermal     738.10      July, 2020     April, 1973   

São José

    Amazonas      Thermal     29.60      August, 2016     February, 2008   

Amazonas Energia

         

Sistema Isolado

    Amazonas      Thermal     439.75       

Operational SPEs

         

Baguari

    Minas Gerais      Hydro     140.00      August, 2041     September, 2009   

Baraúnas I

    Bahia      Wind     32.90      April, 2049     October, 2015   

Caiçara I

    Rio Grande do Norte      Wind     27.00      June, 2047     November, 2015   

Caiçara II

    Rio Grande do Norte      Wind     18.00      July, 2047     November, 2015   

Cerro Chato IV, V, VI, Ibirapuitã e Trindade

    Rio Grande do Sul      Wind     79.20      March, 2047     November, 2013   

Chuí 09

    Rio Grande do Sul      Wind     17.90      May, 2049     October, 2015   

Chuí I to V, and Minuano I and II

    Rio Grande do Sul      Wind     144.00      April, 2047     May, 2015   

Dardanelos

    Mato Grosso      Hydro     261.00      July, 2042     August, 2011   

Foz de Chapecó

   
 
Rio Grande do
Sul/Santa Catarina
  
  
  Hydro     855.00      November, 2036     October, 2010   

Geribatu I a X

    Rio Grande do Sul      Wind     258.00      April, 2047     February, 2015   

Jirau(8)

    Rondônia      Hydro     3,750.00      August, 2043     September, 2013   

Junco I

    Rio Grande do Norte      Wind     24.00      July, 2047     November, 2015   

Junco II

    Rio Grande do Norte      Wind     24.00      July, 2047     November, 2015   

Mangue Seco 2

    Rio Grande do Norte      Wind     26.00      June, 2032     September, 2011   

Morro Branco I

    Bahia      Wind     32.90      April, 2049     October, 2015   

Mussambê

    Bahia      Wind     32.90      April, 2049     October, 2015   

Parque Eólico Miassaba 3

    Rio Grande do Norte      Wind     68.50      August, 2045     May, 2014   

Parque Eólico Rei dos Ventos 1

    Rio Grande do Norte      Wind     58.50      December, 2045     May, 2014   

Parque Eólico Rei dos Ventos 3

    Rio Grande do Norte      Wind     60.10      December, 2045     May, 2014   

Pedra Branca

    Bahia      Wind     30.00      February, 2046     March, 2013   

Peixe Angical

    Tocantins      Hydro     498.80      November, 2036     June, 2006   

Retiro Baixo

    Minas Gerais      Hydro     82.00      August, 2041     March, 2010   

Rouar S.A.

    Uruguai-      Wind     65.10      December, 2034     December, 2014   

Santa Joana IX

    Piauí      Wind     29.60      August, 2035     August, 2015   

Santa Joana X

    Piauí      Wind     29.60      August, 2035     July, 2015   

Santa Joana XI

    Piauí      Wind     29.60      August, 2035     July, 2015   

Santa Joana XII

    Piauí      Wind     28.90      August, 2035     July, 2015   

Santa Joana XIII

    Piauí      Wind     29.60      August, 2035     July, 2015   

Santa Joana XV

    Piauí      Wind     28.90      August, 2035     July, 2015   

Santa Joana XVI

    Piauí      Wind     28.90      August, 2035     July, 2015   

Santo Antônio(9)

    Rondônia      Hydro     3,568.30      June, 2043     March, 2012   

São Pedro do Lago

    Bahia      Wind     30.00      February, 2046     March, 2013   

Serra das Vacas I

    Pernambuco      Wind     23.90      June, 2049     December, 2015   

Serra das Vacas II

    Pernambuco      Wind     22.30      June, 2049     December, 2015   

Serra das Vacas III

    Pernambuco      Wind     22.20      June, 2049     December, 2015   

Serra das Vacas IV

    Pernambuco      Wind     22.30      June, 2049     December, 2015   

 

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Table of Contents

Concessions/Authorizations

  State   Type of Plant   Installed
Capacity
    End of Concession   Began Service or
Expect to Begin
 

Serra do Facão

  Goiás   Hydro     212.60      November, 2036     July, 2010   

Serra do Navio

  Amapá   Thermal     23.30      May, 2037     June, 2008   

Sete Gameleiras

  Bahia   Wind     30.00      February, 2046     March, 2013   

Teles Pires(11)

  Pará/Mato Grosso   Hydro     1,819.80      June, 2046     November, 2015   

Três Irmãos(10)

  SP   Hydro     807.50      October, 2044     October, 2014   

Verace 24 to 27

  Rio Grande do Sul   Wind     57.30      June, 2049     November, 2015   

Verace 28 to 31

  Rio Grande do Sul   Wind     57.30      June, 2049     December, 2015   

Verace 34 to 36(12)

  Rio Grande do Sul   Wind     48.30      June, 2049     December, 2015   

Corporate projects in development

         

Angra 3

  Rio de Janeiro   Nuclear     1,405.00      December, 2060     December, 2022   

Anta

  Rio de Janeiro/
Minas Gerais
  Hydro     28.00      August, 2041    
 
 
UG1 (September
2016) e UG2
(December 2016)
  
  
  

Capão do Inglês and Galpões(15)

  Rio Grande do Sul   Wind     18.00      May, 2049     December, 2015   

Casa Nova I

  Bahia   Wind     180.00      January, 2046     December, 2016   

Casa Nova II

  Bahia   Wind     28.00      May, 2049     December, 2017   

Casa Nova III

  Bahia   Wind     24.00      May, 2049     December, 2017   

Coxilha Rica(14)

  Santa Catarina   Hydro     18.00      June, 2042     Not available   

Mauá 3

  Amazonas   Thermal     379.10      Not available     October, 2016  

Santo Cristo(13)

  Santa Catarina   Hydro     19.50      June, 2042     Indefinite   

SPE projects in development

         

Acauã

  Bahia   Wind     12.00      April, 2049     May, 2017   

Angical 2

  Bahia   Wind     14.00      April, 2049     April 2017   

Arapapá

  Bahia   Wind     10.00      April, 2049     June, 2017   

Banda de Couro(16)

  Bahia   Wind     29.70      July, 2049     March, 2016   

Baraunas II(16)

  Bahia   Wind     21.60      July, 2049     March, 2016   

Belo Monte

  Pará   Hydro     11,233.10      August, 2045     April, 2016   

Bom Jesus

  Ceará   Wind     18.00      April, 2049     May, 2018   

Cachoeira

  Ceará   Wind     12.00      April, 2049     May, 2018   

Caititú 2

  Bahia   Wind     14.00      April, 2049     September, 2017   

Caititú 3

  Bahia   Wind     14.00      April, 2049     September, 2017   

Carcará

  Bahia   Wind     10.00      April, 2049     August, 2017   

Carnaúba I

  Rio Grande do Norte   Wind     22.00      July, 2049     May, 2018   

Carnaúba II

  Rio Grande do Norte   Wind     18.00      July, 2049     May, 2018   

Carnaúba III

  Rio Grande do Norte   Wind     16.00      July, 2049     May, 2018   

Carnaúba V

  Rio Grande do Norte   Wind     24.00      July, 2049     May, 2018   

Cervantes I

  Rio Grande do Norte   Wind     16.00      July, 2049     May, 2018   

Cervantes II

  Rio Grande do Norte   Wind     12.00      July, 2049     May, 2018   

Coqueirinho 2

  Bahia   Wind     20.00      June, 2049     March, 2017   

Corrupião 3

  Bahia   Wind     14.00      April, 2049     August, 2017   

Famosa I

  Rio Grande do Norte   Wind     22.50      May, 2047     May, 2018   

Jandaia

  Ceará   Wind     28.80      August, 2047     July, 2019   

Jandaia I

  Ceará   Wind     19.20      July, 2047     July, 2019   

Nossa Senhora de Fátima

  Ceará   Wind     28.80      August, 2047     July, 2019   

Papagaio

  Bahia   Wind     18.00      June, 2049     April, 2017   

Pau Brasil

  Ceará   Wind     15.00      March, 2047     May, 2018   

Pitimbu

  Ceará   Wind     18.00      March, 2049     May, 2018   

Punaú I

  Rio Grande do Norte   Wind     24.00      July, 2049     May, 2018   

Rosada

  Rio Grande do Norte   Wind     30.00      May, 2047     May, 2018   

Santa Joana I(16)

  Piauí   Wind     30.00      June, 2049     January, 2016   

Santa Joana III(16)

  Piauí   Wind     30.00      June, 2049     January, 2016   

Santa Joana IV(16)

  Piauí   Wind     30.00      June, 2049     January, 2016   

Santa Joana V(16)

  Piauí   Wind     30.00      June, 2049     January, 2016   

Santa Joana VII(16)

  Piauí   Wind     30.00      June, 2049     January, 2016   

Santo Augusto IV(16)

  Piauí   Wind     30.00      June, 2049     January, 2016   

 

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Table of Contents

Concessions/Authorizations

  State   Type of Plant   Installed
Capacity
    End of Concession   Began Service or
Expect to Begin

São Caetano

  Ceará   Wind     25.20      April, 2049   May, 2018

São Caetano I

  Ceará   Wind     18.00      April, 2049   May, 2018

São Clemente

  Ceará   Wind     19.20      July, 2047   July, 2019

São Galvão

  Ceará   Wind     22.00      March, 2049   May, 2018

São Januário

  Ceará   Wind     19.20      June, 2047   July, 2019

São Manoel

  Mato Grosso/Pará   Hydro     700.00      April, 2049   January, 2018

São Paulo

  Ceará   Wind     17.50      March, 2047   May, 2018

Sinop

  Mato Grosso   Hydro     400.00      December, 2047   January, 2018

Tamanduá Mirim 2

  Bahia   Wind     24.00      June, 2049   June, 2017

Teiú 2

  Bahia   Wind     14.00      April, 2049   July, 2017

Planned SPE projects

         

Arara Azul

  Rio Grande do Norte   Wind     27.50      November, 2049   October, 2018

Bentevi

  Rio Grande do Norte   Wind     15.00      November, 2049   October, 2018

Itaguaçu da Bahia

  Bahia   Wind     28.00      September, 2049   February, 2019

Ouro Verde I

  Rio Grande do Norte   Wind     27.50      November, 2049   October, 2018

Ouro Verde II

  Rio Grande do Norte   Wind     30.00      November, 2049   October, 2018

Ouro Verde III

  Rio Grande do Norte   Wind     25.00      November, 2049   October, 2018

Santa Rosa

  Ceará   Wind     20.00      October, 2049   October 2018

Serra do Mel I

  Rio Grande do Norte   Wind     28.00      October, 2049   October, 2018

Serra do Mel II

  Rio Grande do Norte   Wind     28.00      October, 2049   October, 2018

Serra do Mel III

  Rio Grande do Norte   Wind     28.00      November, 2049   October, 2018

Uirapuru

  Ceará   Wind     28.00      October, 2049   October, 2018

Ventos de Angelim

  Ceará   Wind     24.00      November, 2049   October, 2018

Ventos de Santa Luiza

  Bahia   Wind     28.00      September, 2049   February, 2019

Ventos de Santa Madalena

  Bahia   Wind     28.00      September, 2049   February, 2019

Ventos de Santa Marcella

  Bahia   Wind     28.00      September, 2049   February, 2019

Ventos de Santa Vera

  Bahia   Wind     28.00      September, 2049   February, 2019

Ventos de Santo Antônio

  Bahia   Wind     28.00      September, 2049   February, 2019

Ventos de São Bento

  Bahia   Wind     28.00      September, 2049   February, 2019

Ventos de São Cirilo

  Bahia   Wind     28.00      September, 2049   February, 2019

Ventos de São João

  Bahia   Wind     28.00      September, 2049   February, 2019

Ventos de São Rafael

  Bahia   Wind     28.00      September, 2049   February, 2019

 

(1) The capacity corresponds to five machines, which total 346,803 MW. The plan can run on oil and natural gas. We requsted the cancellation of the concession for the Camaçari thermal plants. This request is currently being proceesed by ANEEL. Pursuant to ANEEL requirements, only unit number 3 is currently in operation, which can generate 69.12 MW. The total installed capacity will be adjusted when ANEEL makes a final decision.
(2) Pursuant to ANEEL Dispatch number 23, dated January 28, 2014, the assets of Rio Madeira have been declared unserviceable
(3) ANEEL Dispatch number 136, dated January 28, recommended the MME the extinction of the authorization of s Rio Branco I and Rio Branco II
(4) Transferred free of charge to Boa Vista Energia, as of February 10, 2010
(5) Only includes Furnas’ equity interest, for other assets the value corresponds to the total amount generated by the plant.
(6) The total of 500MW does not include the generation capacity of units 3 and 4, which have had their operations temporarily suspended by ANEEL, pursuant to Dispatch number 3,263 dated October 19, 2012. This value, however, includes 150 MW which is not currently available, due to delays in the construction of the plant. When the plant is complete, units 11 and 21 will funciontion in combination with units 1 and 2. The assured energy of 401.2 MW is in respect of the installed capacity of 500 MW.
(7) The values reported correspond to our interest in this project (Consórcio Mauá, in which Eletrosul holds 49%).
(8) The first turbine entered operations September 2013 bringing installed capacity to 75 MW. In the fouth quarter of 2015, we had 37 machines in operations, resulting in an installed capacity of 2,775 MW
(9) As of the fourth quart of 2015, 35 units, of a total of 50 units, were in operation, totallying 2,498.6 MW and total power of 3,568 MW. The physical guarantee corresponded to the units in operation.
(10) The concession for Três Irmão held by Cesp expired in November 2011 and was not renwered pursuant to Law No. 12,783. On March 28, 2014 the concession was awared to consortium which consists of Furnas (49.9%) and FIP Constantinopla (50.1%). The concession is valid for 30 years as of September 10, 2014
(11) As of the fourth quarter of 2015, two units, of five, were in operation totallying 727.9 MW of a total capacity of 1,819.8 MW. The physical guarantee corresponds to the units in operation.
(12) The amount in commercial operation corresponds to 30.4 MW
(13) Currently in the process of obtaining environmental permits.
(14) There is currently no estimate for when construction of this plant will begin, as the Brazilian National Institute of Historic and Artistic Heritage (Instituto do Patrimônio Histórico e Artístico Nacional) has not provided the required approvals.
(15) In commercial operation, which corresponds to 18 MW in June 2016.
(16) In 2015, these units were under construction. The operation begun in March 2016.

Source: Eletrobras System.

 

* Units no longer under operation in June 2016.

 

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Table of Contents

Types of Plants

Hydroelectric power plants accounted for 87.9% of our total power generated in 2015, compared to 87.7% in 2014 and 88.0% in 2013.

We also generate electricity through our thermal and nuclear plants. Thermal plants accounted for 5.0% of our total power generated in 2015, compared to 5.2% in 2014 and 5.1% in 2013. Nuclear plants accounted for 7.1% of our total power generated in 2015, compared to 7.1% in 2014 and 6.9% in 2013.

The following table sets out the total amount of electricity generated in the periods indicated, measured in megawatt hours, broken down by type of plant:

 

     Year Ended December 31,  
     2015      2014      2013  
     (MWh)  

Type of plant:

        

Hydroelectric(1)

     183,912,559.88         191,970,101.40         202,649,175   

Thermal

     10,519,882.87         11,411,711.52         11,761,506   

Nuclear

     14,808,265.57         15,433,251.78         15,829,384   
  

 

 

    

 

 

    

 

 

 

Total(2)

     209,240,708.32         218,815,064.70         230,240,065   
  

 

 

    

 

 

    

 

 

 

 

(1) Including 100% of the Itaipu plant.
(2) Does not consider MWh produced by any wind plant.

Hydroelectric Plants

Hydroelectric plants are our most cost-efficient source of electricity, although efficiency is significantly dependent on meteorological factors, such as the level of rainfall. Based on our experience with both types of plants, we believe construction costs for hydroelectric plants are higher than for thermal plants; however, the average useful life of hydroelectric plants is longer. We use our hydro-powered plants to provide the bulk of our primary and back-up electricity generated during peak periods of high demand. During periods of rapid change in supply and demand, hydroelectric plants also provide greater production flexibility than our other forms of electric generation because we are able to instantly increase (or decrease) output from these sources, in contrast to thermal or nuclear facilities where there is a time lag while output is adjusted.

As of December 31, 2015, we owned and operated 47 hydroelectric plants. In addition, we hold a 50.0% interest in Itaipu, the other 50.0% of which is owned by a Paraguayan governmental entity and participations in the Peixe Angical (40.0%), Jirau (40.0%), Serra do Facão (49.5%), Retiro Baixo (49.0%), Foz do Chapecó (40.0%), Baguari (15.0%), Dardanelos (49%) Santo Antônio (39.0%), Teles Pires (49%) and Três Irmãos (49.9%) plants. Also, we have participation in the Serra Mesa (48.5%), Manso (70.0%) and Mauá (49.0%). The ONS is solely responsible for determining, in any year, how much electricity each of our plants should generate. As of December 31, 2015, the total installed capacity of our hydroelectric plants was 38,722 MW (including 50.0% of Itaipu and our participations in the SPEs referred to above). The following table sets out information with respect to hydroelectric plants owned by us and with partners as of December 31, 2015 and for the year then ended:

 

     Installed(1)
Capacity
     Assured Energy(2)      Began Service  
     (MW)  

Hydroelectric plants:

        

Araras

     4.00         —           February 1967   

Baguari(3)

     140.00         80.00         September 2009   

Balbina

     277.50         32.59         January 1989   

Barra do Rio Chapéu

     15.15         8.61         February 2013   

Batalha

     52.50         48.80         May 2014   

Boa Esperança (Castelo Branco)

     237.30         143.00         January 1970   

Coaracy Nunes(4)

     78.00         —           October 1975   

Complexo de Paulo Afonso and Piloto

     4,281.60         2,225.00         January 1955   

Corumbá I

     375.00         209.00         April 1997   

Curemas

     3.52         1.00         June 1957   

Curuá-Una

     30.30         24.00         April 1977   

Dardanelos(5)

     261.00         154.90         August 2011   

 

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Table of Contents
     Installed(1)
Capacity
     Assured Energy(2)      Began Service  
     (MW)  

Foz do Chapecó(6)

     855.00         432.00         October 2010   

Funil

     216.00         121.00         April 1969   

Funil (Chesf)

     30.00         10.91         March 1962   

Furnas

     1,216.00         598.00         March 1963   

Itaipu(7)

     14,000.00         8,577.00         March 1985   

Itumbiara

     2,082.00         1,015.00         February 1980   

Jirau(8)

     3,750.00         2,184.60         September 2013   

João Borges

     19.00         10.14         July 2013   

Luis Carlos Barreto (Estreito)

     1,050.00         495.00         January 1969   

Luiz Gonzaga (Itaparica)

     1,479.60         959.00         February 1988   

Manso (70%)(9)

     148.40         92.00         October 2000   

Marimbondo

     1,440.00         726.00         April 1975   

Mascarenhas de Moraes

     476.00         295.00         April 1973   

Mauá(10)

     177.93         96.90         November 2012   

Passo São João

     77.00         41.10         March 2012   

Pedra

     20.00         3.74         April 1978   

Peixe Angical(11)

     498.80         280.50         June 2006   

Porto Colômbia

     320.00         185.00         March 1973   

Retiro Baixo(12)

     82.00         38.50         March 2010   

Samuel

     216.75         92.70         July 1989   

Santo Antônio(13)

     3,568.30         2,424.20         March 2012   

São Domingos

     48.00         36.40         Junee 2013   

Serra da Mesa (48.5%)(9)

     617.87         671.00         April 1998   

Serra do Facão(14)

     212.60         182.40         July 2010   

Simplício

     305.70         191.30         June 2013   

Sobradinho

     1,050.30         531.00         April 1979   

Teles Pires

     1,819.80         567.40         November 2015   

Três Irmãos(15)

     807.50         217.50         October 2014   

Tucuruí

     8,535.00         4,140.00         November 1984   

Xingó

     3,162.00         2,139.00         April 1994   

 

(1) The installed capacity of Itaipu is 14,000 MW. Itaipu is equally owned by Brazil and Paraguay.
(2) Assured energy is the maximum amount per year that each plant is permitted to sell in auctions/supply to the Interconnected Power System, an amount determined by ONS. Any energy produced in excess of assured energy is sold in the Free Market.
(3) We own 15.0% of the Baguari plant. Figures in this table refer to the entire capacity/utilization of the plant.
(4) The Coaracy Nunes plant is part of the isolated system and does not have an assured energy restriction.
(5) We own 49.0% of the Dardanelos plant.
(6) We own 40.0% of the Foz do Chapecó plant. Figures in this table refer to the entire capacity/utilization of the plant.
(7) We own 50.0% of the Itaipú plant. Figures in this table refer to the entire capacity/utilization of the plant.
(8) We own 40.0% of the Jirau plant.
(9) We own 48.46% of the Serra Mesa plant and 70.0% of the Manso plant. Figures in this table refer to the entire capacity/utilization of each plant.
(10) We own 49.0% of the Mauá plant.
(11) We own 40.0% of the Peixe Angical plant. Figures in this table refer to the entire capacity/utilization of the plant.
(12) We own 49.0% of the Retiro Baixo plant. Figures in this table refer to the entire capacity/utilization of the plant.
(13) We own 39.0% of the Santo Antônio plant. As of December 31, 2014, the installed operating capacity was 2,498.5 MW.
(14) We own 49.5% of the Serra do Facão plant. Figures in this table refer to the entire capacity/utilization of the plant.
(15) We own 49.9% of the Três Irmãos plant.

The following table describes the energy generated by the hydroelectric plants owned by us, the assured energy and the actual operational utilization. We have converted the measurement of the assured energy to MWh so that we can compare it against the energy generated.

 

     Assured
Energy
     Generated
Energy(1)
     Actual
Operational
Utilization
 
     (MWh)      (%)  

Hydroelectric plants:

        

Balbina

     285,487         1,080,441         378.5

Barra do Rio Chapéu

     75,424         98,375         130.4

Batalha

     427,488         214,997         50.3

Boa Esperança (Castelo Branco)

     1,252,680         996,305         79.5

Coaracy Nunes(2)

     0         483,613         100.0

Complexo de Paulo Afonso e Piloto

     19,491,000         8,664,312         44.5

Corumbá I

     1,830,840         1,485,428         81.1

Curemas

     8,760         0         0.0

Curuá-Uma

     210,240         201,887         96.0

Funil(Furnas)

     1,059,960         424,783         40.1

Funil (Chesf)

     95,572         34,302         35.9

Furnas

     5,238,480         1,206,737         23.0

Itumbiara

     8,891,400         4,197,055         47.2

João Borges

     88,826         85,703         96.5

 

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Table of Contents
     Assured
Energy
     Generated
Energy(1)
     Actual
Operational
Utilization
 
     (MWh)      (%)  

Luis Carlos Barreto (Estreito)

     4,336,200         1,535,084         35.4

Luiz Gonzaga (Itaparica)

     8,400,840         3,734,294         44.5

Manso (70%)(3)

     805,920         481,336         59.7

Marimbondo

     6,359,760         2,182,636         34.3

Mascarenhas de Moraes

     2,584,200         754,490         29.2

Mauá(4)

     848,844         1,383,758         163.0

Passo São João

     360,036         519,218         144.2

Pedra

     32,762         10,114         30.9

Porto Colômbia

     1,620,600         993,977         61.3

Samuel

     812,052         919,109         113.2

São Domingos

     318,864         344,919         108.2

Serra da Mesa(3)

     5,877,960         2,169,448         36.9

Simplício

     1,675,788         453,349         27.1

Sobradinho

     4,651,560         1,683,900         36.2

Tucuruí

     36,266,400         35,497,822         97.9

Xingó

     18,737,640         9,683,895         51.7
  

 

 

    

 

 

    

 

 

 

Total

     132,645,583         81,521,284         61.5
  

 

 

    

 

 

    

 

 

 

 

(1) Excluding (i) Itaipu, which is owned equally by Brazil and Paraguay; and (ii) any energy generated through our participation in SPEs.
(2) The Balbina, and Coaracy Nunes plants are part of the isolated system and do not have an assured energy restriction.
(3) We own 48.46% of the Serra Mesa plant and 70.0% of the Manso plant.
(4) This percentage is based on the average operational utilization.
(5) We own 49.0% of the Mauá plant.

See “ – Concessions” for information on the hydroelectric power plants operated by Chesf, Eletronorte and Furnas.

Hydroelectric utilities in Brazil are required to pay a royalty fee of 6.75% of the power generated to the Brazilian states and municipalities in which a plant is located or in which land may have been flooded by a plant’s reservoir for the use of hydrological resources. Fees are established independently by each state and/or municipality as applicable and are based on the amount of energy generated by each utility and are paid directly to the states and municipalities. Fees for the states and municipalities in which we operate were R$ 348.9 million in 2015, compared to R$ 387 million in 2014 and R$ 406 million in 2013. These fees are recorded as operating costs in our consolidated financial statements.

Our subsidiaries have acquired concessions for the construction of 8 new hydroelectric power plants. Information regarding these new plants is set out in the table below:

 

     Installed
Capacity
     Construction
began
     Service begins(1)  
     (MW)                

New plants:

        

Belo Monte

     11,233.0         August 2011         April 2016   

Coxilha Rica

     18.0         —           —     

Jirau(2)

     3,750.0         December 2009         September 2013   

Santo Antônio(3)

     3,568.3         August 2008         March 2012   

Santo Cristo

     19.5         —           April 2016   

São Manoel

     700.0         August 2014         January 2018   

Sinop

     400.0         December 2013         January 2018   

Teles Pires

     1,820.0         August 2011         November 2015   

 

(1) Estimated dates based on current timetable.
(2) 35 turbines operating, totaling 2,498.6 MW of installed capacity.
(3) 37 turbines operating, totaling 2,775 MW of installed capacity.

We intend to finance these plants from cash flow from operations, future indemnification payments received pursuant to Law No. 12,783/2013, receivables from loans granted to Itaipu and, if necessary, from financing obtained in the international capital markets and/or multilateral agencies.

Thermal Plants

As of December 31, 2015, we owned and operated 121 thermal plants, including a 49.00% interest in the Serra do Navio plant. Thermal plants include coal, oil and gas power generation units. The total installed capacity of our thermal plants was 3,782 MW as of December 31, 2015, compared to 4,150 MW as of December 31, 2014 and 4,567 MW as of December 31, 2013.

 

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The following table sets out information regarding our thermal plants as of December 31, 2015 and for the year ended:

 

     Assured
Energy
     Generated
Energy(1)
     Actual Operational
Utilization
 
     (MWh)      (%)  

Aparecida

     1,805,819         1,282,132         71.0

AS São José

     167,283         235,618         140.9

Camaçari

     401,208         272,991         68.0

Candiota III – Phase C

     2,298,624         1,537,709         66.9

Electron

     —           21,629         100.0

FO Flores

     518,349         409,751         79.0

Iranduba

     325,933         118,139         36.2

Mauá

     3,729,684         1,312,081         35.2

P. Médici (Candiota)

     1,606,584         674,267         42.0

Rio Acre

     —           7         100.0

Rio Branco I

     —           —           100.0

Rio Branco II

     —           —           100.0

Rio Madeira

     —           —           100.0

Roberto Silveira (Campos)

     183,960         137,983         75.0

Santa Cruz

     3,514,512         2,659,799         75.7

Santana

     —           331,535         100.0

Santarém

     —           3,330         100.0

Senador Arnon Afonso Farias de Mello

     —           —           100.0

Serra do Navio

     183,960         320         0.2

Others Isolated System

     1,490,970         1,522,796         102.1
  

 

 

    

 

 

    

 

 

 

Total

     16,226,886         10,520,087         64.8
  

 

 

    

 

 

    

 

 

 

 

(1) Assured Energy is only determined in respect of plants from the Interconnected Power System, but not the Isolated system. Most of our thermal plants are part of the Isolated system.
(2) Generated Energy does not include energy generated through our participations in SPEs.

Each of our thermal plants operates on coal, gas or oil. The fuel for the thermal plants is delivered by road, rail, pipeline or waterway, depending on the plant’s location.

We seek to operate our thermal plants at a consistent, optimal level in order to provide a constant source of electricity production. Our thermal plants are significantly less efficient and have significantly shorter useful lives, than our hydroelectric plants. We incurred gross expenditure for fuel purchased for energy production of R$ 1,250 million for 2015, compared to R$ 1,480 million for 2014 and R$ 1,492 million for 2013, which were reimbursed to us from the CCC Account in accordance with Law No. 12,111.

We have recovered a substantial portion of the thermal plants’ excess operating costs, which correspond to the difference between the cost of a thermal plant and the cost of a hydroelectric plant, through reimbursements pursuant to the CCC Account. The Brazilian Government created the CCC Account in 1973 for the purpose of building financial reserves to cover the costs of using fossil fuel thermal power plants, which are more expensive to operate than hydroelectric plants, in the Basic Network and the Interconnected Power System should a power shortage create a need for increased production of thermal power plants. Consumers through electricity distributors in Brazil were required to contribute annually to the CCC Account, which in effect served as an insurance fund against an extraordinary situation, such as a rainfall shortage, which would require increased use of thermal plants. The aggregate amount of the annual required contribution was calculated on the basis of the current year’s cost of fuel estimates for all thermal plants. Each utility was then allocated a proportional contribution towards the aggregate amount based on such utility’s total electricity sales during the previous year. In 1993, the scope of the CCC Account was extended to include a portion of the costs of thermal electricity generation in isolated, non-integrated grids in remote areas of Brazil’s northern region.

Each of Amazonas Energia DEletroacre, CERON and Eletronorte (up to 2015) receives CCC Account reimbursement for its thermal plant fuel and the difference between the costs associated with generation in the SIN and Isolated System. CGTEE receives amounts from the CCC Account to subsidize parts of its costs related with

 

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the acquisition of coal. We administer the CDE and CCC Account. Pursuant to law No. 12,783 the CCC account is funded with amounts from the CDE account. The additional costs for fuel used in the operation of thermoelectric power plants in the Isolated System are now being covered by the CCC account. Reimbursements from the CCC Account for the fuel costs of thermal plants connected to the Basic Network were phased out in conjunction with the development of a competitive wholesale market. Following this phase out, we have had to bear the entire operating costs of our thermal plants connected to the SIN.

The following tables set forth information relating to the price paid and amount of fuel purchased for use in our thermal plants in the periods indicated:

 

     Year Ended December 31,  
     2015      2014      2013  
     (R$ thousands)  

Type of fuel

  

Coal

     86,832         161,000         138,676   

Light oil

     3,808,140         4,861,400         3,716,258   

Crude Oil

     60,295         51,000         32,079   

Gas

     747,640         686,930         990,070   

Uranium

     286,949         308,600         298,800   
  

 

 

    

 

 

    

 

 

 

Total

     4,989,856         6,068,930         5,175,883   
  

 

 

    

 

 

    

 

 

 
     Year Ended December 31,  
     2015      2014      2013  

Type of fuel

        

Coal (tons)

     2,263,988         2,346,210         3,196,524   

Light oil (litres)

     757,822,681         647,661,682         887,443,900   

Crude Oil (tons)

     33,728         33,829         29,351   

Gas (m3)

     1,736,823         1,603,888,527         1,556,833,498   

Uranium (Kg)

     228,784         255,672         251,596   

Nuclear Plants

Nuclear power plants represent a relatively costly source of electricity for us. The Brazilian Government, however, has a special interest in the continuing existence of nuclear power plants in Brazil and is required by law to maintain ownership and control over these plants. Accordingly, we expect to continue to own 99.9% of Eletronuclear.

Through Eletronuclear, we operate two nuclear power plants, Angra I, with an installed capacity of 640 MW and Angra II, with 1,350 MW. In addition, Eletronuclear started the construction of a new nuclear plant, called Angra III, during the second half of 2009. IBAMA issued an installation license to Eletronuclear effective for 6 years, as of March 11, 2014.

As of December 31, 2014 we estimated that the construction would be concluded by 2018. As of December 31, 2015 we estimated that the construction would be concluded by 2020. However, due to the interruption of the construction of the Angra III plant refered to below, as of the date of this annual report, we estimate that the construction will be concluded by 2022. Once constructed, we estimate that Angra III will have an installed capacity of 1,405 MW. As of December 31, 2014 we estimated that the cost of its construction would be approximately R$ 13.1 billion. As of December 2015 we estimated that the cost of construction would be approximately R$ 20.5 billion. As of June 30, 2016, we estimated that the cost of construction would be around R$ 26 billion.

 

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The following table sets out information regarding our nuclear plants as of December 31, 2015 and for the year then ended:

 

     Installed
Capacity
     Generated
Energy(1)
     Assured
Energy(1)
     Began Service(2)  
     (MW)      (MWh)         

Nuclear plant:

           

Angra I

     640         4,102,082.49         4,465,848         January 1, 1985   

Angra II

     1,350         11,090,216         10,553,172         September 1, 2000   
  

 

 

    

 

 

    

 

 

    

Total

     1,990         15,192,306         15,019,020      
  

 

 

    

 

 

    

 

 

    

 

(1) Gross Generated Energy.
(2) For our nuclear plants, assured energy is not limited by ONS, but by the regulatory body.
(2) Commercial operation in: Angra I – January 1985 and Angra II – September 2000.

Angra I operated at 72.50% capacity in 2015 in line with industry standards. Accordingly, the assured energy of Angra I was 4,465,848 MWh/yr in 2015.

Angra II operated at 90.4% capacity in 2015 in line with industry standards. Accordingly, the assured energy of Angra II was 10,553,172 MWh/yr in 2015.

Both Angra I and Angra II utilize uranium obtained pursuant to a contract with Indústrias Nucleares Brasileiras, or INB, a Brazilian Government-owned company responsible for processing uranium used at our Angra I and Angra II Nuclear Plants. The fuel elements are shipped by truck to the nuclear plant and under the terms of the contract; Eletronuclear bears responsibility for the safe delivery of that fuel. To date, Eletronuclear (and the previous owner of Angra I – Furnas) has experienced no material difficulty in the transportation of fuel to Angra I and Angra II. In addition, low-level nuclear waste (such as filters and certain resins) is stored in specially designed containers in an interim storage site on the grounds of the plants. As is the case with many other countries, Brazil has not yet devised a permanent storage solution for nuclear waste. High-level nuclear waste (spent nuclear fuel) is stored in the fuel cells (compact storage racks in the fuel pool) of the plants. The liability relating to the decommissioning of nuclear power plants Angra I and Angra II is provided for in our financial statements. The amount of this provision is supported by a technical report of a working group of Eletronuclear created in 2013. In relation to Angra I, the estimated decommissioning cost as of December 31, 2015 is, at present value, R$ 510.3 million and in relation to Angra II, the estimated decommissioning cost as of December 31, 2015 is, at present value, R$ 217.0 million. The economic useful life of the plants was estimated to be 40 years. Eletronuclear makes monthly provisions for the estimated present values of the decommissioning costs related to Angra I and Angra II.

The electricity generated by Eletronuclear during the year ended December 31, 2015 was sold pro rata among a group of energy distribution companies at a regulated price pursuant to ANEEL Resolution No. 1,842 of December 16, 2014. These sales resulted in a fixed income of R$ 2,246 million during the year ended December 31, 2015.

On September 2, 2015 Eletronuclear suspended the contract for the electrical-mechanical assembly of the Angra III in order to analyze certain qualification and economic and financial criteria for the remaining companies of the construction’s consortium. On September 28, 2015, Eletronuclear suspended the contract with one of these suppliers for the construction of Angra III. Further to the suspension of this agreement, we have taken measures to preserve the construction site. We have been negotiating the conditions to restart the construction of these projects with ANEEL, with the Federal Governanment and with CNPE (Conselho Nacional de Política Energica). On June 2016, we expected to have this project in operation in December 2022.

We have recorded impairments in respect of this project in the total amount of the asset. In respect of Angra III, we recorded an accumulated impairment of R$ 960.5 million and R$ 5.922 billion as of December 31, 2014 and 2015, respectively. For further information see note 19 to our financial statements.

Sales of Electricity Generated

We sold approximately R$ 19,576 million of electricity in 2015, compared to R$ 21,113.5 million in 2014 and R$ 16,435 million in 2013. These sales are made only to distribution companies (which constitute the main sources of sales of electricity generated) or free consumers. We own certain distribution companies that operate in the midwestern, northern and northeastern regions of Brazil and we sell a relatively small portion of the electricity we generate to these distribution companies, which does not give rise to revenues in our generation segment as discussed in “ – Distribution.”

 

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We sell the electricity generated pursuant to both supply contracts with industrial end-users and to an auction process for sales to distribution companies. The following table sets forth, by type of sale, sales of electricity generated in the regions we served in the periods presented:

 

     Year Ended December 31,  
     2015      2014      2013  
     (MWh)      (R$
thousands)
     (MWh)      (R$
thousands)
     (MWh)      (R$
thousands)
 

Type of sale:

                 

Through auctions and initial contracts (energy charge)

     45,487,632         12,310,243         41,391,581         12,175,362         50,931,997         8,066,674   

Maintenance and operating revenue

     66,654,337         1,882,637         68,789,819         1,803,127         68,195,747         2,198,235   

Through free market agreements or bilateral contracts (energy charge)

     34,728,231         5,383,361         41,877,430         7,135,079         34,790,485         6,170,136   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     146,870,200         19,576,241         152,058,830         21,113,568         153,918,229         16,435,045   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Energy sold in the regulated market and according to a new methodology which excludes CCEE’s energy liquidation, does not consider the energy sales from Itaipu.

With respect to supply contracts, the amount that we receive from each sale is determined on the basis of a “capacity charge” and “energy charge” (or, in some cases, both). A capacity charge is based on a guaranteed capacity amount specified in MW and is charged without regard to the amount of electricity actually delivered. The charge is for a fixed amount (and so is not dependent on the amount of electricity that is actually supplied). In contrast, an energy charge is based on the amount of electricity actually used by the recipient (and is expressed in MWh). Our purchases of Itaipu electricity, and our trade of Itaipu electricity to distributors, are paid for on the basis of a capacity charge (including a charge for transmission paid to Furnas). Our sales of electricity (through our subsidiaries Chesf and Eletronorte) to final consumers, especially to industrial customers, are billed on the basis of both a capacity charge and an energy charge. With respect to auction sales, as discussed in “The Brazilian Power Industry – Regulation under the Electricity Regulatory Law,” invitations to participate in auctions are prepared by ANEEL and, in the event that we are successful, we enter into sale and purchase contracts with the relevant distribution company for an amount of electricity that is proportionate to such company’s estimated demand over the contract period.

Transmission

Transmission of Electricity

Billings in our transmission segment are fixed by ANEEL, which sets a fixed billing each year. Net revenues (including financial revenues at the holding company level) from transmission represented 16.37% of our total net revenues before eliminations in 2015, compared to 16.52% in 2014 and 16.51% in 2013. The electricity that we generate is transported through Brazil’s tension transmission network, with 60,997 km of transmission lines belonging to us above 230 kV as of December 31, 2015, compared to 60,502 km as of December 31, 2014 and 53,706 km as of December 31, 2013. Including our partnerships with private companies in SPEs/Consortia we have approximately 68,085 km above 138 KV in operation as of December 31, 2015. For further information, see “ – Lending and Financing Activities – Equity Participation.” In Brazil, the majority of hydroelectric plants are located a considerable distance from the major load centers and therefore, in order to reach consumers, an extensive transmission system has been developed. Transmission is the bulk transfer of electricity, at very high voltages (from 230 kV to 750 kV), from the generation facilities to the distribution systems at the load centers by means of the transmission grid. SIN is an interconnected power system in Brazil that links the northern and northeastern regions to the southern and southeastern regions. Coordinating the transmission systems is necessary to optimize the investments and operating costs and to ensure reliability and adequate load supply conditions throughout SIN.

 

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The map below shows the geographic location of our transmission assets as of December 31, 2014:

 

LOGO

Transmission Concessions

As of December 31, 2015, our transmission operations were carried out pursuant to the following concessions granted by ANEEL (excluding transmission operations carried out through any SPEs):

 

     Total
length
     Voltage
Levels
     Average years
remaining of
concession
 
     (km)      (kV)         

Furnas

     19,906         69 – 750         26.5   

Chesf

     19,885         69 – 500         26.7   

Eletrosul

     10,720         69 – 500         26.3   

Eletronorte

     10,776         69 – 500         26.8   

Eletrobras GT

     439         230         Undefined   

Amazonas Energia

     322         69 – 138         Not applicable   

Due to the development of the hydroelectric resources of the Amazon region, which requires the transmission of large amounts of energy, Brazil has developed the Interconnected Power System. A national transmission grid provides generators with access to customers in all regions. Furnas and Eletronorte built the first north-south transmission system linking the northern and southern regions of Brazil, which consists of approximately 1,250 km of 500 kV transmission lines and which began operation in 1998. A second north-south

 

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transmission system, the construction of which was funded by the private sector, began operation in 2004. The following table sets forth the length of transmission lines (in km) by subsidiary and by voltage as of December 31, 2015:

 

     750 kV      600 kV
(DC)(1)
     525/500
kV
     345 kV      230 kV      138 kV      132/ 13.8kV      Total  

Company:

                       

Chesf

     —           —           5,207         —           13,904         463         311         19,885   

Eletronorte

     —           —           3,243         —           6,371         959         203         10,776   

Eletrosul

     —           —           3,709         —           5,092         1,851         69         10,720   

Furnas

     2,698         1,612         4,669         6,305         1,929         2,528         165         19,906   

Eletrobras Amazonas GT

     —           —           —           —           439         —           —           439   

Amazonas Energia

     —           —           —           —           —              322         322   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total(2)

     2,698         1,612         16,828         6,305         27,735         5,800         1,070         62,049   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) DC means direct current.
(2) This table does not include transmission lines owned by SPEs in which we participate. Had such transmission lines been included, the total would be 68,085 km.

The following table sets forth, on a consolidated basis, the percentage of the total transmission grid above 230 kV in Brazil that we were responsible for as of December 31, 2015, considering our participations in SPEs:

 

     750 kV      600 kV
(DC)(1)
     525/500
kV
     400 kV      345 kV      230 kV      Total  

Entity:

                    

Eletrobras

     100.00         30.88         44.94         0.00         61.54         43.88         47.08   

Others

     0.00         69.12         55.06         100.00         38.46         56.12         52.92   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     100.00         100.00         100.00         100.00         100.00         100.00         100.00   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) DC means direct current.

Except in relation to a small portion of transmission lines of Eletronorte located in the isolated system, the transmission lines in the Interconnected Power System are totally integrated.

As of December 31, 2015, we owned approximately 47% of all transmission lines in Brazil (230 kV and above) and, as a result, we received fees that are paid by consumers directly to the distribution subsidiaries. Net operating revenues from transmission were R$ 5,611 million in 2015, compared to R$ 4,701 million in 2014 and R$ 4,203 million in 2013. As a generation company, we must also pay a tariff in respect of our transmission of electricity over those transmissions that we do not own. Taking into account all transmission lines in Brazil (230 kV and above), this means we pay a tariff in respect of 77.37% of all transmission lines in Brazil.

Losses of electricity in the transmission system of Eletrobras were, in 2015, approximately 1.82% of all electricity transmitted in the system.

We operate as part of an integrated and coordinated national electricity system for Brazil. The Concessions Law authorizes us to begin to charge fees for the use of our transmission system by other electricity companies.

Through Furnas, we charge a tariff (approximately R$ 1,652.59 per MW/month as of December 31, 2014) for the transmission of electricity generated by Itaipu and purchased for resale. The transmission charge for the power Itaipu generates is used to compensate Furnas, which owns the applicable transmission line, for making its transmission system available for the exclusive use of plant-connection installations. This system comprises the 750 kV Itaipu/Ivaiporã and the 600 kV DC Itaipu/Ibiúna transmission lines that are not part of the Basic Network.

Expansion of Transmission Activities

In 2015, we invested R$ 3.4 billion on transmission activities, of which R$ 2.26 billion were invested on our facilities and R$ 1.15 billion were invested through partnerships, representing 80.0% of the total investment budget for 2015 in transmission activites in the amount of R$ 4.27 billion.

 

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The major transmission projects currently under development are:

(i) Expansion of two transmission lines (1,067 km of a 525 kV transmission line and 735 km of a 230 kV transmission line) in the southern region of Brazil and construction of 8 new substations to transport wind energy generated in that region. The amount invested is R$ 3 billion and the project is expected to go live in 2018.

(ii) Development of a 987km long 230 kV transmission line interconnecting the state of Mato Grosso and Rondonia. The amount invested is R$ 923 million and the project is expected to go live in 2016.

(iii) Development of a 2,092km long 800kV transmission line with a transmission capacity of 4,000 MW for the integration of the Belo Monte hydroelectric plant, together with State Grid of China. The amount invested is R$ 4.5 billion and the project is expected to be completed in 2018.

Electric Power Transmission in Brazil

Transportation of large volumes of electricity over long distances is made by way of a grid of transmissions lines and substations with high voltages (from 230 kV to 750 kV), known as the Basic Network. Any electric power market agent that produces or consumes power is entitled to use the Basic Network.

Transmission lines in Brazil are usually very long, since most hydroelectric plants are usually located away from the large centers of power consumption. Today, the country’s system is almost entirely interconnected. Only the State of Roraima and parts of the states of Pará, Amazonas, Amapá and Rondônia are still not connected to the Interconnected Power System. In these states, supply is made by small thermal plants or hydroelectric plants located close to their respective capital cities.

The Interconnected Power System provides for the exchange of power among the different regions when a region faces problems generating hydroelectric power due to a drop in their reservoir levels. As the rainy seasons are different in the south, southeast, north and northeast of Brazil, the higher voltage transmission lines (500 kV or 750 kV) make it possible for locations with insufficient power output to be supplied by generating centers that are in a more favorable location.

The operation and management of the Basic Network is the responsibility of ONS, which is also responsible for managing power dispatching from plants on optimized conditions, involving use of the Interconnected Power System hydroelectric reservoirs and fuel thermal plants.

On December 2015 our transmission system, which consists of a set of transmission lines interconnected to substations, was comprised of approximately 60.997 kilometers of transmission lines, including participation in SPE corresponding to approximately 47% of the total lines in Brazil with a voltage higher or equal to 230 KV.

Besides operating and maintaining this system in accordance with the standards of performance and quality required by ANEEL, we have actively participated in the expansion of transmission lines through concessions in auctions conducted by ANEEL, alone or through consortiums, as well as through permits for reinforcements of the current system.

 

    Brazil has a total of six medium and large interconnections with other countries in South America, four of them operated by us, as set forth below:

 

    with Paraguay, through four 500 kV transmission lines connecting Usina de Itaipu to Margem Direita (Paraguay) substation and the Foz do Iguaçu in Brazil substation. Itaipu’s 50 Hz energy sector is then transported to the Ibiúna substation in São Paulo through a direct current transmission system with a capacity of 6,300 MW;

 

    with Uruguay, through Rivera’s frequency converter station in Uruguay, with a capacity of 70 MW and a 230 kV transmission line connecting it to the Livramento substation in Brazil;

 

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    with Argentina, through Uruguaiana’s frequency converter station in Brazil, with a capacity of 50 MW and a 132 kV transmission line connecting it to Paso de los Libres in Argentina; and

 

    with Venezuela, through a 230 kV transmission line with a capacity of 200 MW, which connects the city of Boa Vista, in the State of Roraima, to the city of Santa Elena in Venezuela.

From 2002 to 2005, there was a gradual decline in the amounts of power contracted under Initial Supply Contracts, the generating companies paid for the use of the transmission line grid, whereas distributors were required to pay two types of transmission tariffs: (i) nodal tariffs, associated with each connection point from where these distributors demand voltage; and (ii) the transmission tariff, associated with the Initial Supply Contracts, which was applied to part of the demand contracted in that environment. Once the amounts under the Initial Supply Contracts dropped to zero, the power generating, distributing and selling companies and free consumers had free access agreements governing their use of transmission lines on equivalent terms with those of agents that entered the market after free access became compulsory. In this free market environment, transmission tariffs are determined based on the effective use that each party that accesses the Basic Network makes of it.

Distribution

Distribution of Electricity

We operate in distribution activities. Net revenues (including financial revenues at holding company level), from distribution represented 49.6% of our net operating revenues (before eliminations) in 2015, compared to 22.1% in 2014 and 17.7% in 2013.

On September 26, 2014, our shareholders approved the acquisition of a 50.9% interest in CELG-D. This transaction closed on January 27, 2015 from R$ 59.5 million. Accordingly, the balance sheet of CELG-D is fully consolidated into our balance sheet as of December 31, 2014 and the results of operations and cash flows of CELG-D are fully consolidated into our income statement and cash flows from October 1, 2014. On May 13, 2015, the Brazilian Government enacted Decree No. 8,449, which included CELG-D in the National Privatization Program (PND, or Programa Nacional de Desestatização). Accordingly, Celgpar and we deposited our shares of CELG-D with the National Privatization Fund (FND, or Fundo Nacional de Desestatização). Our shareholders’ meeting held on December 28, 2015, approved the sale of our shares of CELG-D and since then CELG D has been available for sale. The privatization process was expected to be arranged by BM&FBOVESPA and to be held in the first half of 2016. However, the Commission of Bidding relating to the Privatization Auction of CELG-D, designated by the Ordinance PRESI 093/2016 – BNDES of June 29, 2016, announced on August 2016 that the bid was considered cancelled due to lack of bidders. Accordingly, the Investments Partnership Program of the Presidency of the Republic (Programa de Parceria de Investimentos da Presidência da República – PPI) reviewed, on September 14, 2016, the privatization conditions approved by the National Council on Privatization (“CND”) and BNDES, in order to launch a new bid in 2016 to privatize CELG D. The Investments Partnership Program of the Presidency of the Republic approved Resolution No. 7/2016 in which the new minimum conditions and new price for sale, by Eletrobras, of its shareholding participation in CELG D. The new market value approved by the PPI for CELG D is R$ 4.448 billion. However, considering the debts and other liabilities in the amount of R$ 2.656 billion, as of June 2016, the net value of CELG D is R$ 1.792 billion. In the privatization process, Eletrobras intends to sell its entire stake in CELG D, equivalent to 50.9% of the share capital. The shareholders of Eletrobras are invited to attend the Extraordinary General Meeting to be held on October 24, 2016 to resolve on this sale. Since January 2016 Eletrobras is no longer consolidating the operations results and cash flows of CELG-D. In connection with the acquisition, the State of Goiás will continue to maintain the FUNAC support fund for CELG-D for a further twenty-seven years to indemnify Eletrobras for certain litigation related expenses incurred prior to our acquisition. The State of Goiás initially allocated R$ 10.0 million for FUNAC.

During the Extraordinary General Meeting of Shareholders held on July 22, 2016, the shareholders approved not to renew the concessions of Companhia Energética do Piaui - CEPISA; Companhia Energética de Alagoas - CEAL; Companhia de Eletricidade do Acre - ELETROACRE; Centrais Elétricas de Rondônia S.A - CERON; Boa Vista Energia S.A.; and Amazonas Distribuidora de Energia and that by December 31, 2017 Eletrobras will transfer the control of these distributions. Once the company decides about the conditions about this sales, the distribution segment may be classified as discontinued operations, based on IFRS 5.

 

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Distribution Companies

The following companies in our group undertake distribution activities pursuant to distribution concessions granted by ANEEL:

 

    Amazonas Energia D, which distributes electricity to the city of Manaus, in the State of Amazonas, pursuant to a concession that ends on July 7, 2015;

 

    Boa Vista Energia, which distributes electricity to the city of Boa Vista, in the State of Roraima, pursuant to a concession that ends on July 7, 2015;

 

    CEAL, which distributes electricity in the State of Alagoas pursuant to a concession that ends on July 12, 2015;

 

    CELG-D, which distributes electricity in the State of Goiás, pursuant to a concession that ends on July 7, 2015;

 

    CEPISA, which distributes electricity in the State of Piauí pursuant to a concession that ends on July 12, 2015;

 

    CERON, which distributes electricity in the State of Rondônia pursuant to a concession that ends on July 12, 2015; and

 

    ELETROACRE, which distributes electricity in the State of Acre pursuant to a concession that ends on July 12, 2015.

The table below indicates relevant operational numbers of our distribution companies as of December 31, 2015:

 

Company

   Number of
Consumers
     Number of
Municipalities
     Distribution
Lines (km)
     Substations  

Amazonas Energia D

     898.365         62         47,806         24   

CEAL

     1,045,270         102         42,043         40   

CEPISA

     1,172,997         224         87,929         84   

CERON

     589,332         52         57,647         60   

ELETROACRE

     245,344         22         19,218         15   

Boa Vista Energia

     106,236         1         3,553         3   

CELG-D

     2,801,309         237         213,289         329   

CEAL, CEPISA, CERON, ELETROACRE, CEAM and CELG-D were previously owned by the respective state governments of the states where each of these companies conducted their operations. Companhia Energética de Roraima, which is still owned by the state of Roraima, transferred the assets and liabilities relating to the capital of the state of Roraima to Boa Vista Energia, who, as from October 2012, became directly controlled by Eletrobras. Since 1996 investments have been made in these distribution companies in order to improve their financial conditions and prepare them for privatization. Companhia Energética de Roraima continued to be responsible for the assets and liabilities relating to the countryside of the state of Roraima. In 2008, as a result of the merger between Ceam and Manaus Energia S.A., Amazonas Energia was created. In 2015, Amazonas Energia was segregated into Amazonas Energia Distribuição and Amazonas Energia Geração & Transmissão. In 2016, Companhia Energética de Roraima, a company controlled by the state of Roraima, had its concession of electricity distribution services renewal request denied. The MME then appointed Boa Vista Energia as the company responsible for providing the electricity distribution public services for the countryside of the state of Roraima, where Companhia Energética de Roraima was authorized to operate through a concession. This appointment will remain in place until a new concessionaire is awarded under a new concession or until December 31, 2017, whichever occurs first.

 

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Amazonas Energia D, CEAL, CEPISA, CERON, Boa Vista Energia and ELETROACRE operate in particularly challenging market conditions – the North and Northeastern regions of Brazil are among the poorest regions in the country. One of our principal continuing challenges in respect of these companies is reducing the amount of commercial losses (principally being the theft of electricity) and customer defaults that these companies suffer from. We are attempting to address these problems by developing mechanisms that make theft of electricity more difficult and by renegotiating debts that customers of these companies currently owe.

Management Structure for our Distribution Activities

Since May 2008, investments in Amazonas Energia, ELETROACRE, CEAL, CEPISA, CERON and in Boa Vista Energia, were managed by an Executive Officer who, until June 2014, acted as Executive Officer of these six distribution companies. Also, under that management structure, all the other officers for all the six companies would also be the same individuals in order to standardize procedures, strategies, indicators and monitoring the performance of the goals to improve the quality of the services and financial conditions of these companies.

This corporate governance structure was updated after 2014. Only the Chief Financial Officer of Amazonas Energia is part of the management teams of the other five distribution companies, being all the other officers and the Chief Executive Officer of Amazonas Energia part exclusively of Amazonas Energia management. Under the other five distribution companies, with the sole exception of their Chief Executive Officers, all the other officers for all five companies are the same, such as the Chief Commercial Officer, Chief Financial Officer, Chief Management Officer, Chief Planning and Expansion Officer and Chief Regulation and Special Projects Officer.

Transmission and Distribution System

Our transmission and distribution network consists of overhead transmission lines and sub-stations with varying voltage ranges. The clients we serve through our distribution network are classified by voltage level. With respect to our distribution to state utilities and industrial companies, we distribute electricity at higher voltage levels (up to 750 kV), while we distribute to residential and certain commercial companies at lower voltage levels (either at 230 kV, 138 kV or 69 kV).

System Performance

The following table sets forth information concerning our electricity losses for our distribution companies, and the frequency and duration of electricity outages per customer per year for the periods indicated:

 

     Year Ended December 31,  
     2015     2014     2013(1)  

Technical losses

     9.57     9.51     9.70

Commercial losses

     15.12     14.11     20.98
  

 

 

   

 

 

   

 

 

 

Total electricity losses

     24.69     23.62     30.69
  

 

 

   

 

 

   

 

 

 

Outages:

      

Frequency of outages per customer per year (number of outages)

     25.26        26.88        26.89   

Duration of outages per customer per year (in hours)

     38.68        39.89        40.61   

Average response time (in minutes)

     384.43        321.98        309.5   

 

(1) Not including CELG D.

Electricity Losses

We experience two types of electricity losses: technical losses and commercial losses. Technical losses are those that occur in the ordinary course of our distribution of electricity. Commercial losses are those that result from illegal connections, fraud or billing errors. Total electricity losses for our distribution business were 24.69% of energy generated and bought in the year ended December 31, 2015 compared to 23.62% of energy generated and bought in the year ended December 31, 2014 and 30.69% of energy generated and bought in the year ended December 31, 2013.

 

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Commercial losses at these companies have reached 15.12% of electricity generated and sold during the year. The change of the constant downward trend that had been occurring in recent years, with a growth of about 1 percentage point in 2015, is attributed to the extraordinary increase in tariffs (an increase, on average, exceeding 30%) and to the slowdown of the country’s economic activity, which caused a reduction in family incomes and in the consumption by industries.

This transition period in the economy and in the Brazilian electric sector, which was caused by a severe drought, created difficulties for the vast majority of the Brazilian distribution companies due to an increase of their expenses (i) with purchase of energy for resale; and (ii) operational measures to fight against clients’ default and power theft.

The renovation process for distribution concessions was meant to be held in 2015; however, this was postponed. Accordingly, these companies have not been able to access the financial markets. Further, increased costs have not been reflected in the tariffs but a request will be made to include these additional costs in the next tarrif review cycle.

Reducing the level of commercial losses in the distribution companies presents a continuing challenge to us. Other than CELG-D, which presents relatively low levels of commercial losses, our distribution subsidiaries have received funds from a loan agreement entered into with World Bank in the amount of U.S.$495 million in February 2011. This money is being used in the “Eletrobras Distribution Rehabilitation Project” (the name given by the World Bank to our project “Projeto Energia +”), with the main objective of improving the quality of our services and improving the economic and financial condition of our distribution companies. Once implemented, this project is intended to reduce our losses and consequently to strengthen the operational revenues of our distribution companies. In 2015 our loan with the World Bank was the only source of funds available to reduce losses.

In 2015 we recovered 272 GWh of power consumed which was not invoiced in the past. This recovery was largely due to inspections and the fact that we applied fines. Further, in 2015 we also added to our invoicing more than 560GWh of power by replacing obsolete power meters, installing protected cables in our low voltage power lines and external measurement sets for our medium voltage power. Accordingly, we reduced our total power losses from a peak of 36.4% for March 2010 to 24.69% for the year ended December 31, 2015. However, these recoveries were not enough to off-set technical and commercial losses.

The following table sets out information regarding total losses in our distribution segment recorded by each distribution company set forth below:

 

     Year Ended December 31,  
     2015      2014      2013  
     (percentages)  

Company:

        

Amazonas Energia

     40.43         37.63         38.34   

Boa Vista Energia

     11.57         11.53         12.12   

CEAL

     25.23         24.81         26.13   

CELG-D

     11.93         12.94         12.47   

CEPISA

     30.48         29.30         29.97   

CERON

     26.74         23.24         23.97   

ELETROACRE

     23.32         23.65         24.26   

 

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Power Outages

With respect to the Interconnected Power System, we aim to respond to repair requests within one and a half to two and a half hours, depending on the scale and nature of the problem. Our average response time in the Interconnected Power System in 2015 was 6.46 hours. The following table sets forth our average response time, in hours, to repair requests in the Interconnected Power System:

 

     Year Ended December 31,  
     2015      2014  

Company:

     

CEAL

     3.92         5.07   

CELG-D

     6.71         5.29   

CEPISA

     6.53         5.93   

CERON

     4.84         4.30   

ELETROACRE

     7.04         8.12   

Average

     6.46         5.33   
  

 

 

    

 

 

 

With respect to distribution operations in the Isolated system, we aim to respond to repair requests within half an hour to four hours, depending on the scale and nature of the problem. Our average response time in the Isolated system in 2015 was 5.53 hours. The following table sets forth our average response time, in hours, to repair requests in the Isolated system:

 

     Year Ended December 31,  
     2015      2014  

Company:

     

Amazonas Energia*

     5.57         6.01   

Boa Vista Energia

     1.91         1.48   
  

 

 

    

 

 

 

Average

     5.53         5.97   
  

 

 

    

 

 

 

 

* Although Amazonas Energia already has the capital of the state of Amazonas integrated to the Interconnected Power System, the countryside of the state is still under the Isolated system.

Customers

The following table sets forth our total distribution of electricity in terms of MWh and gross revenues, by type of user, for the periods indicated:

 

     Year Ended December 31,  
     2015      2014      2013(1)  
     (MWh)  

Distribution to:

        

Industrial

     5,262,677         5,566,288         3,083,189   

Residential

     11,527,085         10,971,668         6,115,359   

Commercial

     6,253,194         6,029,746         3,452,928   

Rural

     2,076,915         2,038,532         739,221   

Public Lighting

     1,436,622         1,331,245         750,068   

Other

     2,960,647         2,886,727         2,021,417   
  

 

 

    

 

 

    

 

 

 

Total

     29,517,140         28,824,206         16,162,182   
  

 

 

    

 

 

    

 

 

 

 

(1) Not including CELG-D, which was acquired by Eletrobras on September 26, 2014.

Tariffs

We classify our customers into two different groups, Group A and Group B, based on the voltage level at which we supply the electricity to our customers. Each customer is placed in a certain tariff level defined by law and based on its respective activity. Group B customers pay higher tariffs, compensating the aggregated costs in all sub-systems in which electricity flows to supply them. There are differentiated tariffs in Group B by types of customer (such as residential, commercial, rural and industrial). Customers in Group A pay lower tariffs, depending on consumer levels established by ANEEL because they demand electricity at higher voltages, which requires a lower level of use of the energy distribution system. Tariffs we charge for sales of electricity to final customers are determined pursuant to our concession agreements and regulations established by ANEEL. These concession agreements and related regulations establish a cap on tariffs that provides for annual, periodic and extraordinary adjustments. For a discussion of the regulatory regime applicable to our tariffs and their adjustment, see “ – The Brazilian Power Industry.”

 

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Group A customers receive electricity at 2.3 kV or higher. Tariffs for Group A customers are based on the voltage level at which electricity is supplied, and the time of year and the time of day electricity is supplied, although customers may opt for a differentiated tariff in peak periods. Tariffs for Group A customers are composed of two components: a “capacity charge” and an “energy charge,” as well as a surcharge for a lower power factor in certain circumstances.

The capacity charge, expressed in reais per MW, is based on the higher of: (i) contracted firm capacity; or (ii) power capacity actually used. The energy charge, expressed in reais per MWh, is based on the amount of electricity actually consumed. Tariffs charged to Group A customers are lower than those for Group B customers because Group A customers consume electricity at a higher voltage, and therefore avoid the costs associated with lowering the electricity voltage as is required for consumption by our Group B customers.

Group B customers receive electricity at less than 2.3 kV (220V and 127V). Tariffs for Group B customers consist solely of an energy consumption charge and are based on the classification of the customer.

Billing Procedures

The procedure we use for billing and payment for electricity supplied to our customers is determined by customer category. Meter readings and invoicing take place on a monthly basis for low voltage consumers, with the exception of rural consumers whose meters are read in intervals varying from one to three months, as authorized by relevant regulation. Bills are prepared from meter readings or on the basis of estimated usage. Low voltage customers are billed within five business days after the invoice date. In case of nonpayment, a notification of nonpayment accompanied by the next month’s invoice is sent to the customer and a period of 15 days is provided to satisfy the amount owed to us. If payment is not received within three business days after the 15-day period, the customer’s electricity supply is suspended. High voltage customers are billed on a monthly basis with payment required within five business days after the invoice date. In the event of non-payment, a notice is sent to the customer two business days after the due date, giving a deadline of 15 days to make payment. If payment is not made within three business days after the notice, the customer is subject to discontinuation of service.

As of December 31, 2015, 2014 and 2013, customers in default represented an average of 10.39%, 11.29% and 14.6%, respectively. These default rates have decreased over recent years and we do expect to see material changes in these default rates in the foreseeable future.

Purchase of Electricity for Distribution

We purchased 30,661 GWh of electricity for distribution in 2015, compared to 21,122 GWh in 2014 and 16,873 GWh in 2013. Our distribution companies purchase electricity in the public auction process from a pool of generation companies that provide bids setting out the maximum price at which they will supply electricity. After all bids are received, the average price of all bids is calculated and this is the price that we pay for the electricity. The purchase is made from all generation companies that provided bids.

Lending and Financing Activities

Loans Made by Us

Brazilian law allows us to only lend to our subsidiaries. Historically, Brazilian law allowed us to act as lender to our subsidiaries and to public energy utilities under our control. While certain of those subsidiaries are no longer in our group, the majority of our loans are to related parties. Prior to the privatization of the Brazilian electricity industry that began in 1996, this was a particularly widespread part of our operations because most companies in the industry were state-owned, allowing us to engage in lending activities to them. However, as the result of privatization, the number of companies to whom we may lend has diminished and lending is no longer a significant aspect of our business. The total amounts we recorded on our balance sheet: R$ 17.6 billion as of December 31, 2015, R$ 14.7 billion as of December 31, 2014 and R$ 15.2 billion as of December 31, 2013. Of this total amount, loans to Itaipu accounted for R$ 14.8 billion as of December 31, 2015, R$ 11.7 billion as of December 31, 2014 and R$ 11.9 billion as of December 31, 2013.

 

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Sources of Funds

We obtain funding for our lending activities from loans from financial institutions and offerings in the international capital markets. As of December 31, 2015, our consolidated long-term debt was R$ 42,174 million, compared to R$ 34,608 million as of December 31, 2014 and R$ 30,507 million as of December 31, 2013, with the majority of our foreign currency debt (approximately 97% over the three-year period) denominated in U.S. dollars. Further details of our borrowings are set out in “ – Liquidity and Capital Resources – Cash Flows.”

In addition, we utilize borrowings from the RGR Fund, which we administer, to on-lend to our subsidiaries and other electricity companies. As of December 31, 2015, December 31, 2014 and December 31, 2013, we incurred interest at 5.0% in respect of borrowings from the RGR Fund and charge an average administrative fee of up to 2.0% on funds which we on-lend to subsidiaries and other entities.

Equity Participation

We act as a minority participant in private sector generation and transmission companies and joint ventures. We are also authorized to issue guarantees for those companies in which we participate as an equity investor. We are constantly considering investments in a number of such companies, focusing primarily on those in line with our strategy of building on our core businesses of generation and transmission (see “Item 7.B, Related Party Transactions”).

The current participations that we have are in private sector generation and transmission companies and joint ventures. Participation is determined primarily on merit and profitability criteria based on our managerial controls.

The table below shows an estimate of the total percentage of our participation in transmission lines as of December 31, 2015:

 

Special Purpose Company/Consortium

  

Object of investment

  

Eletrobras Participation

Belo Monte Transmissora de Energia S.A.   

Estação Conversora CA/CC, ±800 kV, 3.850 MW, junto a SE 500 kV Estreito; e

Linha de Transmissão em Corrente Contínua de ±800 kV Xingu - Estreito.

   Eletronorte (24.5%)
Furnas (24.5%)
Fronteira Oeste Transmissora de Energia S.A.   

Santo Ângelo/Maçambará

Pinhalzinho/Foz do Chapecó, circuito simples, C1 e C2 Seccionamento Alegrete 1 – Santa Maria 1

Pinhalzinho/Foz do Chapecó, circuito simples, C1 e C2 Seccionamento Alegrete 1 – Santa Maria 1

   Eletrosul (51%)
Interligação Elétrica Garanhuns S.A.    LT Garanhuns/Angelim I,230 kV    Chesf (49%)
Lago Azul Transmissora S.A.    Barro Alto – Itapaci    Furnas (49.9%)
Linha Verde Transmissora de Energia S.A.    Porto Velho (RO) – Samuel (RO) – Ariquemes (RO) – Ji–Paraná (RO) – Pimenta Bueno (RO) – Vilhena (RO) – Jauru (MT)    Eletronorte (100%)
Mata de Santa Genebra Transmissora S.A.   

Itatiba – Bateias;

Araraquara II – Itatiba;

Araraquara II – Fernão Dias

   Furnas (49.9%)
Paraíso Transmissora de Energia S.A.   

Paraíso 2-Chapadão;

Campo Grande 2-Paraíso 2; Seccionamento LT Chapadão – Campo Grande 2 – C1 na SE Paraíso 2

   Eletrosul (24.5%)
Paranaíba Transmissora de Energia S.A.   

Barreiras II – Rio das Éguas;

Rio das Éguas – Luziânia;

Luziânia – Pirapora II

   Furnas (24.5%)
TDG Transmissora Delmiro Gouveia S.A.    LT São Luiz II/ São Luiz III    Chesf (49%)
Transenergia Goiás S.A.    Serra da Mesa – Niquelândia; Niquelândia – Barro Alto    Furnas (99%)
Transnorte Energia S.A.    Eng. Lechuga (AM) – Equador (RR) e Equador (RR) – Boa Vista (RR), circuito duplo e SEs Equador (RR) Boa Vista (RR)    Eletronorte (49%)
Triângulo Mineiro Transmissora S.A.    Marimbondo II – Assis    Furnas (49%)
Vale do São Bartolomeu Transmissora de Energia S.A.   

Luziânia – Brasília Leste;

Samambaia – Brasília Sul;

Brasília Sul – Brasília Geral

   Furnas (39%)

 

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The table below shows an estimate of the total percentage of our participation in transmission substations as of December 31, 2015:

 

Special Purpose Company/Consortium

  

Object of investment

  

Eletrobras Participation

Belo Monte Transmissora de Energia S.A.    Estação Conversora CA/CC,±800 kV, 4.000 MW, junto a SE 500 kV Xingu;
Estação Conversora CA/CC, ±800 kV, 3.850 MW, junto a SE 500 kV Estreito
   Furnas (24,5%)

Fronteira Oeste Transmissora de Energia

S.A. (3)

  

Pinhalzinho, em 230/138 kV (ATF1);
Pinhalzinho, em 230/138 kV (ATF 2 e ATF3);

Ampliações SE Maçarambá, Foz do Chapecó e Santo Angelo; Ampliação da SE Santa Maria 3, 230/138 kV(4)

   Eletrosul (51%)
Mata de Santa Genebra Transmissora S.A.    SE Santa Bárbara D’Oeste 440 kV, Compensador Estático (-300,+300) Mvar
SE Itatiba 500 kV, Compensador Estático;
(-300,+300) Mvar.
SE 500/440 kV Fernão Dias 1.200 MVA – 1º Banco de Autotrafos
SE 500/440 kV Fernão Dias 2.400 MVA
2º e 3º Bancos de Autotrafos
   Furnas (49,9%)
Paraíso Transmissora de Energia S.A.    Campo Grande 2 EL 230 PAR2;
Chapadão EL PAR2;
Paraíso 2, 230/138 kV.
   Eletrosul (24,5%)
Transmissora Sul Litorânea de Energia – TSLE    Ampliação SE Povo Novo 525/230 kV    Eletrosul (51%)
Triângulo Mineiro Transmissora S.A.    SE Marimbondo II    Furnas (49%)
Vale do São Bartolomeu Transmissora de Energia S.A.    SE Brasília Leste    Furnas (39%)

The table below shows an estimate of the total percentage of our participation in generation assets as of December 31, 2015:

 

Special Purpose Company/Consortium

  

Object of investment

  

Eletrobras Participation

Amapari Energia S.A.    Serra do Navio    Eletronorte (49%)
Baguari Geração de Energia S.A.    Baguari    Furnas (15%)
Baraúnas I Energética S.A.    UEE Baraúnas I    Chesf (49%)
Brasventos Eolo Geradora de Energia S.A.    Parque Eólico Rei dos Ventos 1    Eletronorte (24,5%)
Furnas (24,5%)
Brasventos Miassaba 3 Geradora de Energia S.A    Parque Eólico Miassaba 3    Eletronorte (24,5%)
Furnas (24,5%)
Chuí IX S.A.    Parque eólico Chuí 09    Eletrosul (99,99%)
Cia. Hidrelétrica Teles Pires    Teles Pires (8)    Furnas (24,5%)
Eletrosul (24,5%)
EAPSA - Energia Águas Da Pedra S.A.    Dardanelos    Eletronorte (24,5%)
Chesf (24,5%)
Enerpeixe S.A.    Peixe Angical    Furnas (40%)
Eólica –Chuí Holding S.A.    Parques eólicos Chuí I a V, e Minuano I e II    Eletrosul (49%)
Eólica Livramento S.A. (9)    Parques eólicos de Cerro Chato IV, V, VI, Ibirapuitã e Trindade    Eletrosul (59%)
Eólica Serra das Vacas I S.A. (5)    Serra das Vacas I    Chesf (49%)
Eólica Serra das Vacas II S.A. (5)    Serra das Vacas II    Chesf (49%)
Eólica Serra das Vacas III S.A. (5)    Serra das Vacas III    Chesf (49%)
Eólica Serra das Vacas IV S.A. (5)    Serra das Vacas IV    Chesf (49%)
ESBR Participações S.A.    Jirau (2)    Chesf (20%)
Eletrosul (20%)
Foz de Chapecó Energia S.A.    Foz de Chapecó    Furnas (40%)
Hermenegildo I S.A.    Parques eólicos Verace 24 a 27    Eletrosul (99,99%)
Hermenegildo II S.A.    Parques eólicos Verace 28 a 31    Eletrosul (99,99%)
Hermenegildo III S.A. (10)    Parques eólicos Verace 34 a 36    Eletrosul (99,99%)
Madeira Energia S.A.    Santo Antônio (6)    Furnas (39%)
Morro Branco I Energética S.A.    UEE Morro Branco I    Chesf (49%)
Mussambê Energética S.A.    UEE Mussambê    Chesf (49%)
Pedra Branca S.A.    Pedra Branca    Chesf (49%)
Rei dos Ventos 3 Geradora de Energia S.A.    Parque Eólico Rei dos Ventos 3    Eletronorte (24,5%)
Furnas (24,5%)

 

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Special Purpose Company/Consortium

  

Object of investment

  

Eletrobras Participation

Retiro Baixo Energética S.A.    Retiro Baixo    Furnas (49%)
Santa Vitória do Palmar S.A.    Parques eólicos Geribatu I a X    Eletrosul (49%)
São Pedro do Lago S.A.    São Pedro do Lago    Chesf (49%)
Serra do Facão Energia S.A.    Serra do Facão    Furnas (49,47%)
Sete Gameleiras S.A.    Sete Gameleiras    Chesf (49%)
Tijoá Participações e Investimentos S.A.    Três Irmãos (7)    Furnas (49,9%)
U.E.E. Caiçara I S.A. (4)    UEE Caiçara I    Chesf (49%)
U.E.E. Caiçara II S.A. (4)    UEE Caiçara II    Chesf (49%)
U.E.E. Junco I S.A. (4)    UEE Junco I    Chesf (49%)
U.E.E. Junco II S.A (4)    UEE Junco II    Chesf (49%)
V. de Santa Joana IX Energia Renováveis S.A. (3)    Santa Joana IX    Chesf (49%)
V. de Santa Joana X Energia Renováveis S.A. (3)    Santa Joana X    Chesf (49%)
V. de Santa Joana XI Energia Renováveis S.A. (3)    Santa Joana XI    Chesf (49%)
V. de Santa Joana XII Energia Renováveis S.A. (3)    Santa Joana XII    Chesf (49%)
V. de Santa Joana XIII Energia Renováveis S.A. (3)    Santa Joana XIII    Chesf (49%)
V. de Santa Joana XV Energia Renováveis S.A. (3)    Santa Joana XV    Chesf (49%)
V. de Santa Joana XVI Energia Renováveis S.A. (3)    Santa Joana XVI    Chesf (49%)

Brazilian Government Programs

In addition to the Proinfa program created by the Brazilian Government in 2002 to create certain incentives for the development of alternative sources of energy (discussed more fully in “The Brazilian Power Industry – Proinfa”), we also participate in four additional Brazilian Government programs:

 

    the Programa Reluz (Relighting Program), a program introduced in order to bring basic lighting to the main public areas of certain municipalities in Brazil;

 

    the Programa Procel (Conservation Program), a program that aims to promote energy conservation and efficiency;

 

    Luz Para Todos (Light for All), a program that aims to bring electricity to an additional 12 million people in Brazil; and

 

    Programa de Desenvolvimento Tecnológico e Industrial (Program of Technological and Industrial Development), a program to coordinate research and development activities in the Brazilian electricity sector and promote the development and manufacture of equipment required to ensure the development of the sector.

Any funds used by us in respect of these programs come from the Brazilian Government itself, in the form of funds allocated for the sector, and accordingly we do not use our own funds for these programs.

We also participate in other initiatives using our own funds, one of which is the Projeto Ribeirinhas, or Riverbank Communities Project. Through this initiative, we aim to evaluate the applicability and sustainability of technologies based on renewable resources of energy in certain small communities living in the Amazon region.

Research and Development

See “Item 5.C, Research and Development, Patents and Licenses”

International Activities

As part of our strategy, we still continue to explore opportunities in international electricity markets and selectively identify profitable opportunities in those markets for the future, mainly related to the integration of the electrical power systems in the Americas. According to our internationalization plan, we have established representative offices in Lima, Peru; Panama City, Panama and Montevideo, Uruguay in order to comply with local rules, which provide that concessions may only be granted to companies that maintain a local representative office. Those offices also provide a connection between us and partners in Latin America. We are actively seeking to invest in renewable generation projects in other Latin American countries and we have already begun to commercialize power with some of these countries. We also hold equity interests in three SPEs, in Uruguay, Peru

 

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and Nicaragua, for wind and hydro generation projects. We achieved an important milestone in 2014 as we started our first energy generation project abroad, a wind farm in Uruguay. Furthermore, we are completing the construction in Brazil of an interconnection line between Brazil and Uruguay, which is scheduled to start commercial operations in 2015. As part of the expansion strategy, we may also identify and pursue selected growth opportunities, including renewable generation and transmission lines, outside of South America, notably in Africa.

Uruguay

We hold an interest in Rouar S.A., a joint venture with the Administración Nacional de Usinas y Trasmisiones Eléctricas to develop the Artilleros wind farm. The Artilleros wind farm is a 65 MW power plant located in the department of Colonia in Uruguay. We also developed a new interconnection system between the Presidente Médici station in Brazil and the San Carlos station, close to Punta del Leste in Uruguay. This new interconnection supports 500MW and came into full operation in 2016.

Northern Arc Project

Eletrobras, the Inter-American Development Bank and power companies operating in Suriname, Guyana, and France are engaged in valuation studies for the Northern Arc (Arco Norte) project. The purpose of this project is to develop a 1,800 km long transmission system to establish a power connection between the Brazilian state of Roraima and Amapá which will pass through Guyana, Suriname and the French Guiana. The feasibility studies are financed by the Inter-American Development Bank, the first phase of which, the basic study, has been completed. We are currently involved in the pre-feasibility studies and expect to complete them by the end of 2016.

Nicaragua

On July, 2016, Centrales Hidrelectricas de Centroamerica (hereinafter “CHC”), in which Eletrobras holds 50% of its share capital, sold all the shares of its wholly owned subsidiary Centrales Hidrelectricas de Nicaragua (hereinafter “CHN”), by the total amount of US$ 44.2 million (“Price”). CHN holds the concession of the hydroelectric project Tumarín, located in Nicaragua, with installed capacity of 253 MW (“project”). The sale was made to the Empresa Nicaraguense de Electricidad - ENEL, a Nicaraguan state-owned energy company, and to the Distribuidora de Electricidad del Norte S.A. - Disnorte, which will be the buyer of the electric energy to be generated.

Environmental

General

Environmental issues can significantly impact our operations. For example, large hydroelectric plants can cause the flooding of large areas of land and the relocation of large numbers of people. The Brazilian Constitution gives both the Brazilian Government and state and local governments power to enact laws designed to protect the environment and to issue regulations under such laws. While the Brazilian Government has the power to promulgate general environmental regulations, state and local governments have the power to enact more stringent environmental regulations. Accordingly, most of the environmental regulations in Brazil are state and local rather than federal.

Any failure to comply with environmental laws and regulations may result in criminal liability, irrespective of the strict liability to perform environmental remediation and to indemnify third parties for environmental damages. These failures may also subject us to administrative penalties such as fines, suspension of public agency subsidies or injunctions requiring us to discontinue, temporarily or permanently, the prohibited activities.

In order to build a hydroelectric plant, Brazilian electricity companies must comply with a number of environmental safeguards. For projects for which the environment impact is considered significant, such as generation projects with an output above 10 MW, as well as transmission lines above 230 kV, together with certain other environmentally sensitive projects, first, a comprehensive environmental impact study (estudo de impacto ambiental, or EIA) must be prepared by external experts who make recommendations as to how to minimize the impact of the plant on the environment. The study, together with a specific environmental report (relatório de impacto ambiental, or RIMA) on the project prepared by the company, is then submitted to federal, state or local

 

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governmental authorities, depending on the projected impact, for analysis and approval. Such study and report are used for the environmental licensing of the project, which is generally carried out by means of a three stage licensing process, which comprises (i) a license to attest the feasibility of the project (Licença Prévia or LP), (ii) a license to begin work (Licença de Instalação or LI), and (iii) a license to operate the project (Licença de Operação or LO).

In addition, the company is required by law to devote a percentage of the total cost of any investment in new projects with a significant environmental impact to environmental preservation. According to federal law and a recent decision by the Brazilian Supreme Court, such percentage shall range from zero to 0.5%. However, in the State of Rio de Janeiro, the State determined that the compensation percentage shall range from 0.5% to 1.1%. As federal and state law may provide for different percentages, this amount may be judicially challenged or changed by the competent authority by publication of a further law. Since the early 1980’s, the Brazilian electricity sector has endeavored to improve its treatment of the social and environmental aspects of power project planning, implementation and operation. In general, our generation subsidiaries are in compliance with applicable environmental regulations in Brazil, and the environmental policies and guidelines of the electricity sector. Our generation and transmission facilities benefit from certain exemptions to licensing requirements because their operations commenced before the applicable environmental legislation. Nonetheless, some environmental authorities have issued notices of infringement alleging the absence of environmental licenses. See “Item 8.A, Consolidated Financial Statements and Other Information – Litigation – Environmental Proceedings.”

As of December 31, 2014, our subsidiary Eletronuclear operated two nuclear power plants in the State of Rio de Janeiro, Angra I and Angra II and a third nuclear power plant, Angra III, is under construction. Because Eletronuclear initiated its activities before the enactment of an environmental legislation, Angra I was licensed by CNEN under the nuclear and environmental regulations in effect at that time. Currently, Brazilian law requires the issuance of: (i) an authorization for nuclear enterprises by CNEN; and (ii) an environmental license issued by the Instituto Brasileiro do Meio Ambiente e Recursos Naturais Renováveis (or IBAMA, the Brazilian Federal environmental authority).

Regarding the environmental licenses, a study group formed by the Federal Public Attorney’s Office, CNEN, IBAMA, the Fundação Estadual de Engenharia do Meio Ambiente (or FEEMA, which was one of the environmental authorities in the State of Rio de Janeiro, currently unified in one single entity, the Instituto Estadual do Ambiente or INEA), Eletronuclear and Eletrobras prepared a Termo de Ajustamento de Conduta (a Conduct Adjustment Agreement or TAC) according to which the guidelines for the environmental licensing update procedure should be established. Angra II has obtained all the environmental licenses necessary for its operations, but the Federal Public Attorney’s Office challenged its renewal, which it conditioned upon the compliance with a TAC and according to which Eletronuclear should implement a program in order to improve emergency plans, environmental monitoring programs and effluents treatment systems. Until these obligations are accomplished, IBAMA and CNEN should abstain from issuing any definitive licenses or authorizations for the operation of Angra II. An assessment comprising the accomplishments of the TAC was issued by IBAMA to the Public Attorney in June 2006. After evaluation of the status of completion of these conditions, IBAMA issued a report concluding that all technical conditions compiled in the TAC were satisfied. In March 2014, IBAMA issued an Unified LO for the nuclear installations in operation at the CNAAA site – Angra I, Angra II and the Radwaste Management Centre (including initial storage facilities), which is valid until March 2024. Eletronuclear also holds a LI in connection with the construction of Angra III, in effect until March 2020, and other applicable environmental licenses for other buildings and facilities within the site of the nuclear power plants.

With respect to CNEN’s license, both nuclear power plants currently have their own Authorization for Permanent Operation (Autorização de Operação Permanente – AOP). The AOP of Angra I will expire in August 2024, and the AOP of Angra II will expire in June 2041.

Eletronuclear is strictly liable for nuclear accidents as an operator of nuclear plants in Brazil. See “Item 3.D, Risk Factors – Risks Relating to Our Company – We may be liable for damages, subject to further regulation and have difficulty obtaining financing if there is a nuclear accident involving our subsidiary Eletronuclear.”

 

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Energy Conservation

Over the past 20 years, the Brazilian Government has implemented a number of actions directed to energy conservation on the electricity sector. The Brazilian Government normally finances these actions and we administer them. The most important project in this area is the Procel.

The Programa de Conservação de Energia Elétrica – Procel (the national electric conservation program) was created in 1985 to improve energy efficiency and rationalization of the use of natural resources throughout Brazil. MME coordinates the program and we are responsible for its execution. The main objective of Procel is to encourage cooperation among various sectors of Brazilian society to improve energy conservation both on the production and consumer sides.

Alternative Electricity Sources

In 2002 the Brazilian Government created the Programa de Incentivo às Fontes Alternativas de Energia Elétrica – Proinfa (the program for the development of alternative electricity sources), with the objective of diversifying the Brazilian energy matrix by searching for regional solutions with the use of renewable energy sources.

The Brazilian Power Industry

General

According to Regulation No. 555, dated December 28, 2015, MME approved a ten-year expansion plan (Plano Decenal de Expansão de Energia Elétrica or PDE 2023), which provides guidance to the Brazilian government and to all agents in the Brazilian energy industry in order to ensure that there is a sustainable supply of energy in Brazil, including electricity, taking into consideration environmental needs, the Brazilian economy and a business’ technical capabilities.

The studies carried out in the PDE include a plan for the next ten years and are subject to annual reviews which take into account, among other aspects, changes in the forecast for the growth of electricity consumption and the re-evaluations of the economical and operational feasibility of the generation projects, as well as the estimates regarding the expansion of transmission lines.

According to ANEEL, in December 2015, when taking into account the SIN generating units, the power generators installed in the isolated systems and in the generators owned by individuals, Brazil had a total installed capacity of 140.8 MW.

Currently, the SIN is divided into four electric sub-systems: South-East/Mid-West, South, North-East and North.

In addition to the SIN, there are also the isolated systems, i.e., those systems that do not make part of the SIN, are generally located in the Northern and North-Eastern regions of Brazil, have as sole source of energy the electricity generated by coal-fired and oil-fuelled thermal plants which are extremely pollutants and have a generation cost three to four times higher than, for instance, a hydro-electric power station. The CCC account was introduced by article 13, III of Law No. 5899, of July 5, 1973, as amended, with the purpose of generating financial reserves payable to distribution companies and to some generation companies (all of which should make annual contributions to the CCC Account) in order to cover some of the costs of the operation of thermoelectric plants in the event of adverse hydrological conditions, and also of subsidizing the electricity generated by the “isolated systems” in order to allow consumers of the isolated systems to bear charges for electricity equivalent to the charges borne by consumers served by hydraulic generation (however Law No. 12,783 terminated the apportionment of the benefit of reduction of the costs for fuel consumption within electric energy generation). There is currently a significant discrepancy between charges paid by consumers in the Northern and Northeastern regions when compared to what is charged from the Southern/South-Eastern Region consumers. Therefore, interconnecting the isolated systems to the SIN would enable consumers from these regions to have access to hydroelectric energy sources, which results in reduced production costs and a convergence of prices in these regions to other regions of the country.

 

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Accordingly, the PDE further intends to integrate the isolated systems to the SIN. Such integration would be carried out through the construction of the transmission lines of Jauru/Vilhena (230kV), Tucuruí/Manaus (Cariri) (500kV), Jurapari/Macapá (230kV), Manaus/Boa Vista (500kV) and Rio Branco/Feijó/Cruzeiro do Sul (230kV) within the shortest term possible, given that the preliminary analysis for implementing the integration project has already been concluded.

In addition to the integration of the isolated systems, the PDE also provides for the expansion of electricity generation through the improvement of the generation capacity, defined by the PDE as the execution of a set of works aimed at enhancing the capacity and efficiency while modernizing the already existing power plants, which should not represent a lot in terms of ensured power but would contribute to meet the increase in the highest level expected of electricity demand.

According to ANEEL, the total installed electricity generation capacity in Brazil in 2015 was 140,858,000 KW with 3,662 operating ventures. Currently, there are 220 ventures under construction and another 623 with permits granted. An additional generation capacity of of 39,009,532 KW is expected in the coming years.

Pursuant to the EPE 10 Year Plan, Brazil’s total installed power generation capacity is projected to increase to 206.4 GW by 2024, of which 117 GW is projected to be hydroelectric and 79 GW to be thermoelectric and from other sources.

We currently control approximately 32% of the installed power generating capacity within Brazil and are responsible for approximately 47.1% of the installed transmission capacity above 230 kV. In addition, some Brazilian states control entities involved in the generation, transmission and distribution of electricity. The remainder of the market is held by several companies including Cemig, Copel, Tractebel, CPFL, Duke and Brasil Energia. Certain of these companies have entered into joint venture arrangements in the past.

In net revenue terms, we believe we are the largest generation and transmission company in Brazil. We mainly compete for generation and transmission businesses through a competitive auction process.

Historical Background

The Brazilian Constitution provides that the development, use and sale of energy may be undertaken directly by the Brazilian Government or indirectly through the granting of concessions, permissions or authorizations. Historically, the Brazilian power industry has been dominated by generation, transmission and distribution concessionaires controlled by the Brazilian Government. This changed during Fernando Henrique Cardoso’s administration (1995-2002), during which many state controlled companies were privatized in an effort to increase efficiency and competition. In recent years, the Brazilian Government has taken a number of measures to remodel the power industry. In general, these measures were aimed at increasing the role of private investment and eliminating foreign investment restrictions, thus increasing overall competition in the power industry.

In particular, the Brazilian Government has taken the following measures:

 

    The Brazilian Constitution was amended in 1995 by Constitutional Amendment No. 6 to allow foreign companies to invest in Brazilian companies that hold power generation concessions. Prior to this amendment, all generation concessions were held either by a Brazilian individual or an entity controlled by Brazilian individuals or by the Brazilian Government;

 

   

The Brazilian Government enacted Law No. 8,987 on February 13, 1995 as amended by Law No. 11,196 of November 21, 2005 and Law No. 11,445 of January 5, 2007 (or the Concessions Law) and Law No. 9,074 on July 7, 1995, as amended (or the Power Concessions Law), that together: (i) required that all concessions for the provision of energy related services be granted through public bidding processes; (ii) gradually allowed certain electricity consumers with significant demand, designated “free consumers,” to purchase electricity directly from suppliers holding a concession, permission or authorization; (iii) provided for the creation of generation entities (or Independent Power Producers) which, by means of a concession, permission or authorization, may generate and sell, for their own account and at their own risk, all or part of their electricity to free consumers, distribution concessionaires and trading agents, among others;

 

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(iv) granted free consumers and electricity suppliers open access to all distribution and transmission systems; and (v) eliminated the need for a concession to construct and operate power projects with capacity from 1 MW to 30 MW, including PCHs, although an authorization or permission from ANEEL or MME is required, as the case may be;

 

    Beginning in 1995, a portion of the controlling interests held by us and various states in certain generation and distribution companies were sold to private investors. At the same time, certain state governments also sold their stakes in major distribution companies;

 

    In 1998, the Brazilian Government enacted Law No. 9,648 (or the Power Industry Law) to overhaul the basic structure of the electricity industry. The Power Industry Law provided for the following:

 

    the establishment of a self-regulated body responsible for coordinating the purchase and sale of electric energy available in the Interconnected System (Mercado Atacadista de Energia Elétrica – MAE), or the Wholesale Energy Market – MAE, an entity which replaced the prior system of regulated generation prices and supply contracts. The Wholesale Energy Market – MAE was later replaced by the CCEE;

 

    a requirement that distribution and generation companies enter into initial energy supply agreements (or the Initial Supply Contracts) generally “take or pay” commitments, at prices and volumes approved by ANEEL. The main purpose of the Initial Supply Contracts was to ensure distribution companies access to a stable electricity supply at prices that guaranteed a fixed rate of return for the electricity generation companies during the transition period leading to the establishment of a free and competitive electricity market;

 

    the creation of the National Electricity System Operator (Operador Nacional do Sistema Elétrico), or ONS, a non-profit, private entity responsible for the operational management of the generation and transmission activities of the Interconnected Power System; and

 

    the establishment of public bidding processes for concessions for the construction and operation of power plants and transmission facilities.

 

    In 2001, Brazil faced a serious energy crisis that lasted until the end of February 2002. As a result, the Brazilian Government implemented measures that included:

 

    a program for the rationing of electricity consumption in the most adversely affected regions, namely the southeast, central-west and northeast regions of Brazil; and

 

    the creation of the CGE, which passed a series of emergency measures that provided for reduced electricity consumption targets for residential, commercial and industrial consumers in the affected regions by introducing special tariff regimes that encouraged the reduction of electricity consumption.

 

    In March 2002, the CGE suspended the emergency measures and electricity rationing as a result of large increases in supply (due to a significant rise in reservoir levels) and a moderate reduction in demand, and accordingly, the Brazilian Government enacted new measures in April 2002 that, among other things, stipulated an extraordinary tariff readjustment to compensate financial losses incurred by the electricity suppliers as a result of the mandatory electricity rationing.

 

    On March 15, 2004, the Brazilian Government enacted the Law No. 10,848 and on July 30, 2004, the Decree No. 5.163, or the Electricity Regulatory Law, in an effort to further restructure the power industry with the ultimate goal of providing consumers with secure electricity supplies combined with low tariffs, which law was regulated by a number of decrees enacted by the Brazilian Government in July and August of 2004, and is still subject to further regulation to be issued in the future. See “– Challenges to the Constitutionality of the Electricity Regulatory Law.”

 

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    At the end of 2012, the Brazilian Government enacted two Provisional Measures (Medidas Provisórias or MP) that have considerably changed the Brazilian electric energy sector overview, namely MP 577, dated as of August 29, 2012 and MP 579, dated as of September 11, 2012. Both of them were approved and converted into Law No. 12,767, dated as of December 27, 2012 and Law No. 12,783, dated as of January 11, 2013, respectively. In general, the MPs provided the regulation in connection with the intervention of the granting authority in the concessions as well as the renewal of the electric energy generation, distribution and transmission concessions, respectively.

 

    In 2016, two Provisional Measures (Medidas Provisórias or MP) were enacted by the Brazilian Government, namely MP 706, dated as of December 28, 2015 and MP 735, dated as of June 22, 2016. Both of them were approved, but only MP 706 was converted into Law No. 13,299, dated as of June 21, 2016. Especially for the distribution sector, such acts are of major relevance as they give special treatment to the distribution concessions located in the regions not integrated to the National Interconnected Grid – SIN yet. Such measures aimed to create a new regulatory framework capable to provide more sustainable financial conditions to such concessions to meet their outstanding duties with their fuel suppliers and, therefore, create a more favorable environment to potential investors in the midst on the National Privatization Program – PND. Nonetheless, as such acts provide for some kind of special treatment to part of the distribution companies and also authorize the utilization of the CDE funds to cover the fuel debts of the concessionaires, we cannot guarantee that they would not have their legality/constitutionality challenged by other agents of the industry who might be adversely impacted, including the consumers and other concessionaires which will not benefit from the legal measures.

Concessions

The companies or consortia that wish to build or operate facilities for generation, transmission or distribution of electricity in Brazil must apply to MME or to ANEEL, as representatives of the Brazilian Government, for a concession, permission or authorization, as the case may be. Concessions grant rights to generate, transmit or distribute electricity in the relevant concession area for a specified period, though a concession may be revoked at any time at the discretion of MME, following consultation with ANEEL. This period is usually 35 years for new generation concessions, and 30 years for new transmission or distribution concessions.

The Concession Law establishes, among other things, the conditions that the concessionaire must comply with when providing electricity services, the rights of the consumers, and the obligations of the concessionaire and the granting authority. Furthermore, the concessionaire must comply with regulations governing the electricity sector. The main provisions of the Concession Law are as follows:

 

    Adequate service. The concessionaire must render adequate service equally with respect to regularity, continuity, efficiency, safety, and accessibility.

 

    Use of land. The concessionaire may use public land or request the granting authority to expropriate necessary private land for the benefit of the concessionaire. In that case, the concessionaire must compensate the private landowners affected.

 

    Strict liability. The concessionaire is strictly liable for all damages arising from the provision of its services.

 

    Changes in controlling interest. The granting authority must approve any direct or indirect change in the concessionaire’s controlling interest.

 

    Intervention by the granting authority. The granting authority may intervene in the concession, by means of an administrative proceeding, to ensure the adequate performance of services, as well as full compliance with applicable contractual and regulatory provisions. Such intervention procedure was regulated by MP No. 577/2012, duly converted into Law No. 12,767/2012.

 

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    Termination of the concession. The termination of the concession agreement may be accelerated by means of expropriation and/or forfeiture. Expropriation is the early termination of a concession for reasons related to the public interest that must be expressly declared by law. Forfeiture must be declared by the granting authority after a final administrative ruling that the concessionaire, among other things: (i) has failed to render adequate service or to comply with applicable law or regulation; (ii) no longer has the technical, financial or economic capacity to provide adequate service; or (iii) has not complied with penalties assessed by the granting authority. The concessionaire may contest any expropriation or forfeiture in the courts. The concessionaire is entitled to indemnification for its investments in expropriated assets that have not been fully amortized or depreciated, after deduction of any amounts for fines and damages due by the concessionaire.

 

    Expiration. When the concession expires, all assets, rights and privileges that are materially related to the rendering of the electricity services revert to the Brazilian Government. Following the expiration, the concessionaire is entitled to indemnification for its investments in assets that have not been fully amortized or depreciated at the time of expiration.

Penalties

Law No. 9,427 of December 26, 1996, as amended, enacted by the Brazilian Government and supplemented by ANEEL’s regulation govern the imposition of sanctions against the agents of the electricity sector and classify the appropriate penalties based on the nature and importance of the breach (including warnings, fines, temporary suspension from the right to participate in bidding procedures for new concessions, licenses or authorizations and forfeiture). For each breach, the fines can be up to 2.0% of the revenue of the concessionaire in the 12-month period preceding any assessment notice or, for independent producers or self producers, the estimated amount of energy produced in the same period. Some infractions that may result in fines relate to the failure of the agent to request ANEEL’s approval, including the following (pursuant to ANEEL Resolution No. 63/2004, as amended from time to time):

 

    entering into certain related party transactions;

 

    sale or assignment of the assets related to services rendered as well as the imposition of any encumbrance (including any security, bond, guarantee, pledge and mortgage) on them or any other assets related to the concession or the revenues of the electricity services;

 

    changes in direct or indirect controlling interest of the holder of the authorization or concession; and

 

    non-compliance with the schedule for the beginning of the commercial operation of the power plant, as previously approved by ANEEL through the relevant contract.

With respect to contracts executed between related parties that are submitted for ANEEL’s approval, ANEEL may seek to impose restrictions on the terms and conditions of these contracts and, in extreme circumstances, determine that the contract be terminated early.

Furthermore, ANEEL has the institutional role of controlling the transactions of the energy industry, requiring that such transactions (change of control of the agents of the electric energy sector) be submitted to its prior approval before its implementation.

Renewal of the Concessions – Law No. 12,783

In 2012, the Brazilian Government enacted MP No. 579/2012, which was converted into Law No. 12,783. Among other provisions, the main purpose of this normative act is to regulate the renewal conditions for electric energy generation, distribution and transmission concessions.

Law No. 12,783 (i) establishes the conditions for the renewal of electric energy generation, distribution and transmission concessions; (ii) assures a tariff reduction; and (iii) creates a quotas system, which isby the allocation of portions of the power generated by the hydroelectric plants to each distribution concessionaire operating in the SIN.

 

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The concessions for the Sobradinho and Itumbiara hydroelectric plants are an exception to Law No. 12,783 and were renewed pursuant to Law No. 13,182. Accordingly, these concessions are not subject to the quote allocation system through February 9, 2022, when these concessions will gradually transition to the quota-allocation system. For further information see “Risk Factors—The renewal of our concessions pursuant to Law No. 12,783/2013 or Law No. 13,182/2015, adversely affected our financial condition and results of operations” and “Risk Factors—Any hydroelectric generation concessions renewed pursuant to Law No. 12,783 and Law No. 13,182/15 are subject to a quota allocation regime”.

 

(i) Conditions for the renewal of electric energy generation, distribution and transmission concessions

The granting authority may extend the maturing concessions of electric energy generation, distribution and transmission companies for a maximum period of 30 additional years, as long as the current concessionaires accept new specific conditions legally imposed in order to assure the continuity of the electric energy supply and the tariff-reduction.

The main terms and conditions for the renewal of concession imposed by Law No. 12,783 are:

 

    Hydroelectric generation: The renewal is subject to (i) a tariff determined by ANEEL, (ii) the commercialization in accordance with the quota allocation system and (iii) compliance with quality standards established by ANEEL;

 

    Self-Producer (Autoprodutor): For the renewal of the concession the Self-Producer will be deemed to provide additional payment for the use of the public assets which will be used by the Federal Government to reduce the energy tariff charged to consumers;

 

    Thermal Generation: The renewal must be requested by the concessionaire at least twenty four (24) months prior to expiration of the concession. If requested, the renewal will be granted for a maximum period of twenty (20) years;

 

    Power Transmission: The renewal of transmission concessions is subject to the reduction of the annual permitted revenue (Receita Anual Permitida or RAP, which is the annual value received by the concessionaire for rendering public transmission services) calculated by ANEEL as well compliance with quality standards established by ANEEL.

 

   

Power Distribution: The renewal is subject to specific conditions set forth in Decree No. 8,461 that regulates the criteria for the renewal of distribution concessions pursuant to Law No. 12,783. The renewal of distribution concessions pursuant to Decree No. 8,461 requires that concession holders meet certain criteria for: (i) the quality of the distribution services provided, and (ii) the compliance with certain financial ratios. The concessions that are not renewed in accordance with the terms and conditions established by Law No. 12,783 will revert to ANEEL at the maturity of the existing concession. Any concessions reverted to ANEEL will be subject to a new bidding procedure conducted by ANEEL pursuant to Law No. 8,666/1993. As a result of the bidding procedure, the generation, transmission or distribution assets will be granted to a concessionaire for a maximum period of 30 years. The concession holder will remain responsible for rendering public services, under the terms and conditions set forth in Law No. 12,783, until the new concession holder takes over the relevant distribution assets. In December 2015, CELG-D renewed its distribution concession for a further 30 years. On July 22, 2016, our shareholders decided not to renew some of our distribution concessions in the Brazilian North and Northeast regions, namely those concessions held by: Companhia Energética do Piauí – CEPISA; Companhia Energética de Alagoas – CEAL; Companhia de Eletricidade do Acre – ELETROACRE; Centrais Elétricas de Rondônia S.A – CERON; Boa Vista Energia S.A; e Amazonas Distribuidora de Energia S.A. As a result of our decision to not renew such concessions, they shall be rebidded in the near future. According to the new rules established by the Provisional

 

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Measure n. 735, for the bid of the concessions under its direct or indirect control, the Federal Government is also authorized to transfer the control of the companies. In addition to that, for these specific concessions, the Granting Authority is also authorized, as its own discretion and within the first 5 (five) years of the concession agreement, to defer the obligations undertaken by the new services provider upon the execution of an amendment to the agreement.

If a concession is renewed, the concessionaire will be entitled to an indemnification corresponding to the amount of investment made by the concessionaire for non-amortized reversible assets. These assets will be valued according to the methodology provided by ANEEL called the new replacement value (valor novo de reposição). Pursuant to this methodology, the value of an asset is calculated as if it were being acquired on the sate of the calculation of the new replacement value. In general terms, the accumulated depreciation and amortization of an asset are considered as of the start of operations of the through December 31, 2012.

The MME is responsible for determining the value of the non-amortized investments within these energy concessions to be renewed. As of December 31, 2015, we have received the full amount for the first tranche of indemnification payments made pursuant to Law No. 12,783. This amounted to R$ 14.4 billion reais, using values of December 2012.

The tables below show amounts requested to ANEEL for the second tranche of indemnification payments made pursuant to Law No. 12,783, which totaled R$ 26.4 billion.

Indemnification payments claimed for generation assets in accordance with Normative Resolution Aneel 596/2013:

 

     Amount
accounted
     Amount
requested
     Amount
approved by
ANEEL
 
     (millions of reais)  

Eletronorte

     —           —           —     

Chesf

     697         4,802         —     

Furnas

     996         1,312         —     

Eletrosul

     —           —           —     

Total

     1,693         6,114         —     
  

 

 

    

 

 

    

 

 

 

Indemnification payments claimed for transmission assets, related to the Electricity Transmission Assets (RBSE), existent on May 31, 2000, and other Transmission Facilities—RPC, not depreciated and not amortized, as per the second paragraph of Article 15 of Law No. 12,783/2013:

 

     Amount
accounted
     Amount
requested
     Amount
approved by
ANEEL
 
     (millions of reais)  

Eletronorte

     1,733         2,926         —     

Chesf

     1,589         5,627         5,092   

Furnas

     4,530         10,699         9,000   

Eletrosul

     514         1,061         1,007   

Total

     8,366         20,313         15,099   
  

 

 

    

 

 

    

 

 

 

On April 20, 2016, the MME published Ordinance No. 120, which regulates the conditions for receiving the credits related to the Electricity Transmission Assets (RBSE), existent on May 31, 2000, and other Transmission Facilities - RPC, not depreciated and not amortized, as per the second paragraph of Article 15 of Law No. 12,783/2013. According to MME Ordinance No. 120/2016, the remuneration of these assets will be as follows:

i. By the cost of capital corresponding to the assets, consisting of remuneration and depreciation, increased by the due tax as of the 2017 tariff process. The remuneration will be the result of the Weighted Average Capital Cost and depreciation, which will be paid according to the life useful for each asset incorporated into the Regulatory Remuneration Basis;

 

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ii. The capital cost not incorporated, from the extension of the concessions to the tariff process, will be adjusted for inflation and remunerated by the capital cost;

iii. As of the 2017 tariff process, the cost of capital will be remunerated by the Weighted Average Capital Cost for a period of eight years.

In this way, on June 30, 2016, the Company made its estimate of the adjusted values of said credits, considering the conditions of the MME Ordinance No. 120/2016 and made the accounting register of such estimates in the second quarter of 2016. In the case of Eletronorte, which still did not have the pleaded values approved by Aneel until the end of the works to close the financial statements for the second quarter of 2016, it was considered as the management’s best estimate under the preliminary inspection report issued by ANEEL.

See the explanatory notes number 48 of Subsequent Events of the consolidated Financial Statements of 2014.

We are engaged in discussions with ANEEL to discuss on what terms these payments will be made. However, as of the date of this annual report, these discussions have not been conclusive.

 

(ii) Tariff-reduction

According to Law No. 12,783, the tariff reduction will be the result of: (i) the reduction of sector charges, such as CCC, CDE and RGR; (ii) the new calculation of tariffs and RAPs of the renewed concessions as mentioned above; and (iii) investments provided by Federal Government.

 

(iii) Quotas Allocation System

Law No. 12,783 also creates a mechanism for the allocation of the power generated by the hydroelectric plants connected to the SIN, whose concessions were renewed under this new regulatory framework, to the Regulated Market. The installed generation capacity of such plants is divided in equal quotas that are allocated to distribution companies, pursuant to regulations enacted by ANEEL. The purpose of the quotas allocation system is to increase the amount of energy available to the distribution concessionaires and reduce the tariff charged to the final consumer. The quotas and the portion of energy allocated to the distribution concessionaires will be reviewed from time to time by ANEEL.

Administrative Intervention in Concessions

In August 2012 the Brazilian Government enacted Law No. 12,767/2012 with the purpose to regulate ANEEL’s intervention in the concessionaires to ensure the quality of the services provided by concessionaires and the performance of legal, regulatory and contract obligations.

In addition, Law No. 12,767/2012 regulates the termination of the concession in case of extinguishment or bankruptcy of the concessionaire or forfeiture of the concession. Furthermore, this law sets forth an administrative proceeding which is required for the termination of the concession.

As to corporate reorganization procedures (recuperação judicial ou extrajudicial) involving energy concessionaires, Law No. 12,767/2012 changed the regulatory framework as it forbids energy concessionaires to initiate judicial or extrajudicial procedures. See “Item 3.D, Risk Factors – Risks Relating to the Brazilian Power Industry” for more details.

Power Contracting Deficit of Distribution Companies

At the beginning of 2014, due to adverse hydrological conditions, electricity distribution companies faced a contractual deficit in connection with their consumers’ demand of nearly 3,500 MW. Accordingly, energy distribution companies had to purchase electricity from thermoelectric plants to secure the supply of Brazilian’s national electricity demand. Such electricity was acquired at high rates.

 

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The Federal Government announced, on March 13, 2014, certain measures to assist distribution companies to face these unexpected higher costs and expenses during the period between February to December, 2014, namely: (i) an electricity commercialization auction held by ANEEL and MME on April 2014, to off-set the power contracting deficit of power distribution companies; and (ii) a financial contribution by the National Treasury of R$ 11.2 billion, through the CDE account.

The Federal Government also allowed CCEE to enter into financial transactions in the amount of up to R$ 17.8 billion to assist distribution companies. Accordingly, the Federal Government issued Decree No, 8,221, dated April 1, 2014, creating the Regulated Market Account (Conta no Ambiente de Contratação Regulada or CONTA-ACR) which will receive the funding required for hiring and payment of financial obligations. With the purpose to make payments related to the financing contracted by CCEE, distribution companies shall, after the 2015 tariff review cycle, transfer specific amounts defined by ANEEL to CDE.

The first loan, for R$ 11.2 billion was disbursed in April, 2014 and the second loan, for R$ 6.6 billion, was disbursed in August 2014. Of this amount, R$ 537.6 million were allocated to the following distribution subsidiaries: CEAL (R$ 302.7 million), CEPISA (R$ 141 million), Amazonas Energia (R$ 27.2 million), CERON (R$ 11.3 million) and Eletroacre (R$ 55.4 million).

In May 2013, ANEEL created a multi-tariff system, which adjusts the tariffs to reflect the cost of generating power. This system was in tests until the end of 2014 and became fully effective as of January 2015. The main purpose of the multi-tariff system is to present to consumers in a transparent way the cost of producing energy.

Principal Authorities

Ministry of Mines and Energy

MME is the Brazilian Government’s primary regulator of the power industry acting as the granting authority on behalf of the Brazilian Government, and empowered with policy-making, regulatory and supervising capacities. The Brazilian Government, acting primarily through MME, will undertake certain duties that were previously under the responsibility of ANEEL, including drafting guidelines governing the granting of concessions and the issuance of directives governing the bidding process for concessions relating to public services and public assets.

ANEEL

The Brazilian power industry is regulated by ANEEL, an independent federal regulatory agency. ANEEL’s primary responsibility is to regulate and supervise the power industry in line with the policy dictated by MME and to respond to matters which are delegated to it by the Brazilian Government and by MME. ANEEL’s current responsibilities include, among others: (i) administering concessions for electricity generation, transmission and distribution activities, including the approval of electricity tariffs; (ii) enacting regulations for the electricity industry; (iii) implementing and regulating the exploitation of energy sources, including the use of hydroelectric energy; (iv) promoting the public bidding process for new concessions; (v) settling administrative disputes among electricity generation entities and electricity purchasers; and (vi) defining the criteria and methodology for the determination of transmission tariffs.

National Energy Policy Council

On August 6, 1997, pursuant to Article 2 of Law No. 9,478, CNPE was created to advise the Brazilian president with respect to the development and creation of national energy policy. The CNPE is presided over by the Minister of Mines and Energy, and the majority of its members are ministers of the Brazilian Government. The CNPE was created to optimize the use of Brazil’s energy resources, to assure the supply of electricity to the country and to periodically review the use of regular and alternative energy to determine whether the nation is properly using a variety of sources of energy and is not heavily dependent on a particular source.

National Electricity System Operator

The ONS was created in 1998 by Law No. 9.648 dated May 27, 1998. The ONS is a non-profit private entity comprised of concessionaires, other legal entities holding permissions or authorizations in the electrical energy market, and consumers connected to SIN. The Electricity Regulatory Law granted the Brazilian Government

 

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the power to nominate three executive officers to ONS’s board of executive officers. The primary role of the ONS is to coordinate and control the generation and transmission operations in the Interconnected Power System, subject to ANEEL’s regulation and supervision. The objectives and principal responsibilities of the ONS include: operational planning for the generation industry, organizing the use of the domestic Interconnected Power System and international interconnections, guaranteeing that all parties in the industry have access to the transmission network in a non-discriminatory manner, assisting in the expansion of the energy system, proposing plans to MME for extensions of the Basic Network (which proposals must be taken into account in planning expansion of the transmission system) and submitting rules for the operation of the transmission system for ANEEL’s approval. Generators must declare their availability to ONS, which then attempts to establish an optimal electricity dispatch program.

Energy Trading Chamber

On August 12, 2004, the Brazilian Government enacted a decree setting forth the regulations applicable to CCEE. On November 10, 2004 the CCEE succeeded the Wholesale Energy Market – MAE, the market in which all large electricity generation companies, energy traders and importers and exporters of electricity had participated and on which the spot price of electricity was determined. CCEE assumed all of the assets and operations of the Wholesale Energy Market (which had previously been regulated by ANEEL).

One of the principal roles of CCEE is to conduct public auctions on the Regulated Market, see “– The Electricity Regulatory Law; the Free Market and the Regulated Market – The Regulated Market.” In addition, the CCEE is responsible, among other things, for: (i) registering all the energy purchased through CCEARs, and the agreements resulting from market adjustments and the volume of electricity contracted in the Free Market, see “– The Electricity Regulatory Law; the Free Market and the Regulated Market – The Free Market;” and (ii) accounting and clearing of short-term transactions.

CCEE’s members include generation, distribution and trading companies, as well as free consumers. Its board of directors is composed of four directors appointed by its members and one director, who serves as chairman of the board of directors, appointed by the MME.

MME determines the maximum price of the energy sold in the regulated market through auctions, as specified under Decree No. 5,163 of 2004.

Energy Research Company

On August 16, 2004 the Brazilian Government enacted a decree creating EPE, a state-owned company which is responsible for conducting strategic research on the energy industry, including with respect to electrical energy, oil, gas, coal and renewable energy sources. The research carried out by EPE is subsidized by the MME as part of its policymaking role in the energy industry. Furthermore, EPE is the entity in charge of the technical qualification of the projects participating in the bids promoted by ANEEL for sale of energy.

Energy Industry Monitoring Committee

The Electricity Regulatory Law authorized the creation, under Federal Decree No. 5,175 of August 9, 2004, of the Comitê de Monitoramento do Setor Elétrico (Energy Industry Monitoring Committee or CMSE), which acts under the direction of MME. The CMSE is responsible for monitoring the supply conditions of the system and for proposing preventive action (including demand-related action and contracting for a supply-side reserve) to restore service conditions where applicable.

Electric Power Transmission in Brazil

Transportation of large volumes of electricity over long distances is made by way of a grid of transmissions lines and substations with high voltages (from 230 kV to 750 kV), known as the Basic Network. Any electric power market agent that produces or consumes power is entitled to use the Basic Network.

Transmission lines in Brazil are usually very long, since most hydroelectric plants are usually located away from the large centers of power consumption. Today, the country’s system is almost entirely interconnected. Only the State of Roraima and parts of the states of Pará, Amazonas, Amapá and Rondônia are still not connected to the Interconnected Power System. In these states, supply is made by small thermal plants or hydroelectric plants located close to their respective capital cities.

 

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The Interconnected Power System provides for the exchange of power among the different regions when a region faces problems generating hydroelectric power due to a drop in their reservoir levels. As the rainy seasons are different in the south, southeast, north and northeast of Brazil, the higher voltage transmission lines (500 kV or 750 kV) make it possible for locations with insufficient power output to be supplied by generating centers that are in a more favorable location.

The operation and management of the Basic Network is the responsibility of ONS, which is also responsible for managing power dispatching from plants on optimized conditions, involving use of the Interconnected Power System hydroelectric reservoirs and fuel thermal plants.

Our transmission system, which consists of a set of transmission lines interconnected to substations, is comprised of approximately 60,997 kilometers of transmission lines, corresponding to approximately 47% of the total lines in Brazil with a voltage higher or equal to 230 KV.

Besides operating and maintaining this system in accordance with the standards of performance and quality required by ANEEL, we have actively participated in the expansion of transmission lines through concessions in auctions conducted by ANEEL, alone or through consortiums, as well as through permits for reinforcements of the current system.

The major transmission projects under development are: (i) TL 525 kVGuaiba 3 – Capivari do Sul; (ii) TL 230 kV Camaçari IV – Pirajá Pituaçu – Pirajá; (iii) TL 800 kV Xingu – Estreito; (iv) ; (iv) LT 230 kV Eunapólis – Teixeira de Freitas II C2 (BA); (v) Interligação Manaus – Boa Vista (AM/RR); (vi) Interligação Brasil – Uruguai (RS); and (vii) LT 500 kV Bom Despacho 3 – Ouro Preto 2 (MG).

 

    Brazil has a total of six medium and large interconnections with other countries in South America, four of them operated by us, as set forth below:

 

    with Paraguay, through four 500 kV transmission lines connecting Usina de Itaipu to Margem Direita (Paraguay) substation and the Foz do Iguaçu in Brazil substation. Itaipu’s 50 Hz energy sector is then transported to the Ibiúna substation in São Paulo through a direct current transmission system with a capacity of 6,300 MW;

 

    with Uruguay, through Rivera’s frequency converter station in Uruguay, with a capacity of 70 MW and a 230 kV transmission line connecting it to the Livramento substation in Brazil;

 

    with Argentina, through Uruguaiana’s frequency converter station in Brazil, with a capacity of 50 MW and a 132 kV transmission line connecting it to Paso de los Libres in Argentina; and

 

    with Venezuela, through a 230 kV transmission line with a capacity of 200 MW, which connects the city of Boa Vista, in the State of Roraima, to the city of Santa Elena in Venezuela.

In the transitional environment (2002-2005), there was a gradual decline in the amounts of power contracted under Initial Supply Contracts, the generating companies paid for the use of the transmission line grid, whereas distributors were required to pay two types of transmission tariffs: (i) nodal tariffs, associated with each connection point from where these distributors demand voltage; and (ii) the transmission tariff, associated with the Initial Supply Contracts, which was applied to part of the demand contracted in that environment. Once the amounts under the Initial Supply Contracts dropped to zero, the power generating, distributing and selling companies and free consumers had free access agreements governing their use of transmission lines on equivalent terms with those of agents that entered the market after free access became compulsory. In this free market environment, transmission tariffs are determined based on the effective use that each party that accesses the Basic Network makes of it.

 

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The Electricity Regulatory Law; the Free Market and the Regulated Market

The Electricity Regulatory Law introduced material changes to the regulation of the power industry with a view to: (i) remedying the deficiencies in the Brazilian electric system and (ii) creating incentives to ensure growth in the electrical energy sector to support Brazilian economic and social development. Through this law, legislators attempted to protect the distribution concessionaires’ captive consumers and to make low cost electrical energy continuity, which has a minimal environmental impact, available. The key features of the Electricity Regulatory Law included:

 

    Creation of: (i) the Regulated Market, in which the purchase and sale of electrical energy must follow rules imposed by ANEEL and must occur through CCEE; and (ii) a market specifically addressed to certain participants (e.g., free consumers and commercialization companies), that will permit a certain degree of competition with respect to the Regulated Market, called the Free Market, in which parties are free to negotiate the terms and conditions of their purchase and sale agreements;

 

    Restrictions on certain activities of distributors, so as to ensure that they focus only on their core business to guarantee more efficient and reliable services to captive consumers;

 

    Elimination of self-dealing, to provide an incentive to distributors to purchase electricity at the lowest available prices rather than buying electricity from related parties; and

 

    Respect for contracts executed prior to the Electricity Regulatory Law, in order to provide stability to transactions carried out before its enactment.

The Electricity Regulatory Law also excludes us and our subsidiaries Furnas, Chesf, Eletronorte, Eletrosul and CGTEE from the National Privatization Program, which is a program created by the Brazilian Government in 1990 with a view to promote the privatization process of state-owned companies. All Distribution companies of Eletrobras are included in the Investments Partnership Program of the Presidency of the Republic (Porgrama de Parceria de Investimentos da Presidência da República – PPI).

Challenges to the Constitutionality of the Electricity Regulatory Law

Some aspects of the Provisional Measure No. 144, as of December 10 2003, which originated the Electricity Regulatory Law, are being challenged in the Brazilian Supreme Court in Lawsuits No. 3090 and 3100. The provisional requests of both lawsuits were denied by the Brazilian Supreme Court in a decision published on October 26, 2007. A final decision on this matter is subject to majority vote of the 11 judges, provided that a quorum of at least eight justices must be present. To date, the Brazilian Supreme Court has not reached a final decision and we do not know when such a decision may be reached. The Brazilian Supreme Court ruled by six votes to four to deny the provisional measure requested to suspend the effects of the Electricity Regulatory Law until the final decision on the case has been made; however, a final decision remains pending. Therefore, the Electricity Regulatory Law is in force as of March 15, 2004 to present date. Regardless of the Supreme Court’s final decision, certain portions of the Electricity Regulatory Law relating to restrictions on distribution companies performing activities unrelated to the distribution of electricity, including sales of energy by distribution companies to free consumers and the elimination of self-dealing are expected to remain in full force and effect.

In the event all or a relevant portion of the Electricity Regulatory Law is determined unconstitutional by the Brazilian Supreme Court, the regulatory scheme introduced by the Electricity Regulatory Law may lose its effectiveness, generating uncertainty as to how the Brazilian Government will define the rules for the electrical energy sector. Considering that we have already purchased virtually all of our electricity needs through our subsidiaries both in the ACR and ACL and that the pass through to tariffs of such electricity is expected to continue to be regulated by the regime predating the Electricity Regulatory Law, irrespective of the outcome of the Supreme Court’s decision, we believe that in the short term, the effects of any such decision on our activities should be relatively limited. The exact effect of an unfavorable outcome of the legal proceedings on us and the electricity industry as a whole is difficult to predict, but it could have an adverse impact on our business and results of operations even in the short term (see “Risk Factors – Risks Relating to the Brazilian Power Industry”).

 

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Also, the Electricity Regulatory Law and the electricity regulatory framework as a whole have been recently changed in some important aspects by the enactment of Law No. 13.299/16 and the Provisional Measure No. 735/16. Especially for the distribution sector, such acts are of major relevance as they give special treatment to the distribution concessions located in the regions not integrated to the National Interconnected Grid – SIN yet. Such measures aimed to create a new regulatory framework capable to provide more sustainable financial conditions to such concessions to meet their outstanding duties with their fuel suppliers and, therefore, create a more favorable environment to potential investors in the midst on the National Privatization Program – PND.

Nonetheless, as such acts provide for some kind of special treatment to part of the distribution companies and also authorize the utilization of the CDE funds to cover the fuel debts of the concessionaires, we cannot guarantee that they would not have their legality/constitutionality challenged by other agents of the industry who might be adversely impacted, including the consumers and other concessionaires which will not benefit from the legal measures.

Markets for the Trading of Electricity

Under the Electricity Regulatory Law, electricity purchase and sale transactions may be carried out in two different market segments: (i) the Regulated Market, which contemplates the purchase by distribution companies through public bids of all electricity necessary to supply their captive consumers; and (ii) the Free Market, which encompasses purchase of electricity by non-regulated entities (such as free consumers and energy traders).

Nevertheless, electricity generated by plants qualified under the Proinfa, nuclear power plants and Itaipu are governed by a special regime for commercialization and, therefore, are not subject to either the Regulated or the Free Market. The electricity generated by Itaipu, the most relevant among energy sources governed by a separate regime including Decree 4,550 of December 27, 2002, is sold to us and sold to distribution concessionaires in the south and center-south-eastern power markets in proportion to their market share in those markets. The rates at which Itaipu-generated electricity is traded are denominated in U.S. dollars and established pursuant to a treaty between Brazil and Paraguay. As a consequence, Itaipu rates rise or fall in accordance with the variation of the U.S. dollar/real exchange rate. Changes in the price of Itaipu-generated electricity are, however, subject to full pass-through to distribution tariffs.

The Regulated Market

Distribution companies must meet market demand by supplying electricity primarily purchased in public auctions in the Regulated Market. Distribution companies, however, may purchase electricity from: (i) generation companies that are connected directly to such distribution company, except for hydro generation companies with capacity higher than 30 MW and certain thermo generation companies; (ii) electricity generation projects participating in the initial phase of the Proinfa; and certain power distribution companies in the south and center-south-eastern power markets, and (iii) the Itaipu hydroelectric plant.

Electricity public auctions for new generation projects are held: (i) five years before the initial delivery date (referred to as “A-5” auctions); and (ii) three years before the estimated initial delivery date (referred to as “A-3” auctions). Electricity auctions from existing power generation facilities are held (i) one year before the estimated initial delivery date (referred to as “A-1” auctions) and/or (ii) the same year of the estimated initial delivery date (referred to as “A” auctions). Additionally, the Brazilian Government, directly or indirectly through ANEEL, carries out public auctions for the sale of electrical energy to energy distributors to allow distributors to adjust their volume of electrical energy as necessary to meet their customers’ demands, or Market Adjustments.

The public auctions are prepared by ANEEL in compliance with guidelines established by MME, including the requirement to use the lowest bid as the criteria to determine the winner of the auction.

Each generation company that participates in the auction must execute a contract for purchase and sale of electricity with each distribution company in proportion to the distribution companies’ respective estimated demand for electricity. The CCEARs for both “A-5” and “A-3” auctions have a term of between 15 and 30 years, and the CCEARs for “A-1” auctions have a term between three and 15 years. The CCEARs for “A” auctions have a term between one to 15 years. The CCEARS for alternative energy sources are between 10 and 30 years. The only exception to these rules relates to the market adjustment auction, in which the generation and the distribution companies will enter into two-year bilateral agreements that must be registered with ANEEL and CCEE.

 

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The regulations also establish a pass-through tariff mechanism called Annual Reference Value, which limits the amounts of electric energy acquisition costs that can be passed through to final consumers. The Annual Reference Value corresponds to the weighted average of the electricity prices in the “A-5” and “A-3” auctions, calculated for all distribution companies.

The Annual Reference Value creates an incentive for distribution companies to contract for their expected electricity demand in the “A-5” auctions, where the prices are expected to be lower than in “A-3” auctions. ANEEL allows companies to pass on their electrical energy acquisition costs to final consumers pursuant to the following criteria: (i) in the A-5 auctions, companies are permitted to pass on all costs to consumers, subject to the limitations referred to below; (ii) in the A-3 auctions companies are permitted to: (a) pass all acquisition costs for energy acquired in A-5 auctions up to 2% of the difference between the energy acquired in A-3 auctions during the year and the distributor’s energy requirements; and (b) pass on whichever of the following is less – the A-5 auctions and in the A-3 auctions; (iii) in the A-1 auctions, companies are permitted to pass on all costs to consumer; (iv) in the Market Adjustments auctions and in the acquisitions of energy directly from a generation plant connected to the distributors’ electric system (except as set forth in law), companies are permitted to pass on all costs up to the Annual Reference Value to consumer; and (v) in the alternative energy source auctions and others determined by the Brazilian government, companies are permitted to pass on all costs to consumer.

ANEEL maintains the economic value of the Annual Reference Value by adjusting the Annual Reference Value pursuant to the monetary adjustment index agreed upon in the CCEARs.

The Electricity Regulatory Law establishes the following limitations on the ability of distribution companies to pass through costs to consumers:

 

    No pass-through of costs for electricity purchases that exceed 103.0% of actual demand;

 

    The pass-through of electricity acquisition costs from new electricity generation projects equal to the difference between the minimum purchase threshold (96% of repossessed energy contracted pursuant to the Electricity Regulatory Law) and the energy purchased in the A-1 auctions will be limited to the weighted average amount (in reais/MWh) of the acquisition prices in the A-1 auctions, except that this limit is applicable solely: (i) in the first three years following A-1 auctions in which the minimum purchase threshold was not reached; (ii) to the CCEARs relating to portion of energy acquired in A-3 and A-5 auctions with the highest price;

 

    MME will establish the maximum acquisition price for electricity generated by existing projects; and

 

    If distribution companies do not comply with the obligation to fully contract their demand, the pass-through of the costs from energy acquired in the CCEE short-term market will be the lower of the Price of Liquidation of Differences (PLD) and the Annual Reference Value.

Auctions in the Regulated Market, subject to the conditions set forth in the respective requests for proposals, may originate two types of CCEARs: (i) Contratos de Quantidade de Energia (Energy Agreements); and (ii) Contratos de Disponibilidade de Energia (Capacity Agreements).

Under an Energy Agreement, a generator commits to supply a certain amount of electricity and assumes the risk that the electricity supply could be adversely affected by hydrological conditions and low reservoir levels, among other conditions, that could interrupt the supply of electricity, in which case the generator will be required to purchase the electricity elsewhere in order to comply with its supply commitments. Under a Capacity Agreement, a generator commits to make a specified amount of capacity available to the Regulated Market. In this case, the revenue of the generator is guaranteed and the distribution companies face the risk of a supply shortage. However, the increased prices of electricity due to a supply shortage are passed on by the distribution companies to consumers.

 

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The Electricity Regulatory Law sets forth that all electricity generation, distribution and trading companies, independent power producers and free consumers must inform MME, by the first of August of each year, of their estimated electricity demand or estimated electricity generation, as the case may be, for each of the subsequent five years. To encourage power distribution companies to make accurate estimates and to enter into power purchase agreements accordingly, pass-through tariffs, as mentioned above, are permitted provided that the purchased power stays within 103.0% of the distribution company’s actual power demand. Surpluses and shortages of power distribution companies concerning power acquisitions in the Regulated Market may be offset against each other by means of an offsetting mechanism managed by CCEE. According to the Electricity Regulatory Law, electricity distribution entities are entitled to pass on to their customers the costs related to electricity purchased through public auctions as well as any taxes and industry charges related to public bids, subject to certain limitations related to the inability of distribution companies to accurately forecast demand.

In this context, it is important to mention that 2015 was marked by a substantial augmentation in the tariffs, leading to a drop in the energy consumption and to the migration of potentially free consumers to the Free Market (ACL). Fearing that this scenario would get worse, ANEEL approved Normative Resolution No. 711/2016 (Resolução Normativa nº 711/2016) dated as of April 19, 2016, aiming the development of mechanisms that would adequate the levels of contracting of energy by distributors. The Resolution establishes criteria and conditions of possible bilateral agreements between signatory parties of CCEARs. The bilateral agreement may involve the following formats: (i) entire or partial temporary reduction of the contracted energy; (ii) partial permanent reduction of the contracted energy or; (iii) contract termination. Overall, the Normative Resolution nº 711/2016 brings an important regulatory alteration by eliminating both the postponement of the start of the supply period and the transferring of the contractual position to another distributor.

Electrical Energy Trading Convention

ANEEL Resolutions No. 109, of October 26, 2004, No. 210, of February 24, 2006 and No. 637, of December 5, 2014, are the most relevant regulation that govern the Convenção de Comercialização de Energia Elétrica (the Electrical Energy Trading Convention) which regulates the organization and functioning of CCEE and the electrical energy trading conditions and defines, among others: (i) the rights and obligations of CCEE agents; (ii) the penalties to be imposed on defaulting agents; (iii) the means of dispute resolution; (iv) trading rules in the Regulated and Free Markets; and (v) the accounting and clearing process for short-term transactions.

CCEE is a non-profit organization whose members are all agents of the Brazilian power sector (certain agents are not mandatory members of CCEE and may be represented by other members). CCEE is responsible for (i) registering the conditions concerning power amounts and terms set forth in all power purchase agreements, whether entered into in the Regulated Market or the Free Market; and (ii) the accounting and liquidation of the power market, including the power surpluses and shortages spot market, among other attributions. CCEE is governed by a board of directors comprised of five members, four being nominated by the referred agents while its president is nominated by MME.

The Free Market

The Free Market covers freely negotiated electricity sales between generation concessionaires, Independent Power Producers, self-generators, energy traders, importers of energy and free consumers. The Free Market also includes bilateral contracts between generators and distribution companies executed before the enactment of the Electricity Regulatory Law, until they expire. Upon expiration, new contracts must be entered into in accordance with the Electricity Regulatory Law guidelines.

Such an extended period of notice seeks to assure that, if necessary, the construction of cost-efficient new generation could be finalized in order to supply the re-entry of free consumers into the Regulated Market. State-owned generators may sell electricity to free consumers, but as opposed to private generators, they are obligated to do so through a public process that guarantees transparency and equal access for all interested parties.

Free Consumers

According to the Electricity Regulatory Law, a free consumer may elect to: (i) continue to procure power from a local distribution company; (ii) buy power directly from an independent producer or from self-producers with surplus power; (iii) buy power from a power trade agent; or (iv) purchase energy from other free consumers by mans of assignment.

 

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The Electricity Regulatory Law does not permit distribution concessionaires to sell power to free consumers directly (except under certain regulatory conditions).

The Electricity Regulatory Law further establishes that the option to become a free consumer is subject to the prior expiration or termination of its power purchase agreement with the power distribution company. In the event that the power purchase agreement has an indefinite term, the migration to the Free Market is permitted only in the year following receipt of a migration notice by the power distribution company, provided that this notice is presented by July 15 of such year. Once a consumer has migrated to the Free Market, it may only return to the Regulated Market once it has given the relevant distribution company five years’ notice, although the distribution company may reduce that term at its discretion.

The Electricity Regulatory Law has, in principle, established some conditions and power and consumption thresholds that define which consumers could qualify as “free consumers.” These thresholds may be gradually reduced over the years by ANEEL so as to allow an increasing number of consumers to make this election, until such time as all consumers from all the different classes can choose which supplier they want to procure power from.

The law assures suppliers and their respective consumers free access to the grid subject to the payment of tariffs for the use of the electric power grids and connection costs. All regulatory charges to which captive consumers are subject are added to these tariffs in order to assure fair and equal treatment between captive and free consumers.

The regulations above are intended (i) to avoid arbitrage between captive and free markets by Free Consumers, prohibiting opportunistic migrations, as well as (ii) to protect power distribution companies by making the captive market more predictable. Further, ANEEL must regulate the migration to the Free Market without increasing captive market tariffs.

Restricted Activities of Distributors

Distribution companies are not permitted to, except as otherwise provided by Law 9,074/1995: (i) develop activities related to the generation or transmission of electricity; (ii) sell electricity to free consumers, except for those in their concession area and under the same conditions and tariffs maintained with respect to captive customers in the Regulated Market; (iii) hold, directly or indirectly, any interest in any other company, corporation or partnership; or (iv) develop commercial activities that are unrelated to their respective concessions, except for those permitted by law or in the relevant concession agreement. Generators are not allowed to hold equity interests in excess of 10.0% in distribution companies or to hold a controlling shareholding interest in distribution companies.

Elimination of Self-Dealing

Since the purchase of electricity for captive consumers will be performed through the Regulated Market, so-called self-dealing is no longer permitted, except in the context of agreements that were duly approved by ANEEL before the enactment of the Electricity Regulatory Law. Distribution companies may, however, enter into power purchase agreements with related parties, provided that such agreements are the result of power auctions conducted in the Regulated Market. Before the Electricity Regulatory Law, such companies were permitted to meet up to 30.0% of their electricity needs through electricity that was acquired from affiliated companies.

Ownership Limitations

In 2000, ANEEL established limits on the concentration of certain services and activities within the power industry. Under such limits, with the exception of companies participating in the National Privatization Program (which needed only to comply with such limits once their final corporate restructuring is accomplished) no power company (including both its controlling and controlled companies) could: (i) own more than 20.0% of Brazil’s installed capacity, 25.0% of the installed capacity of the southern/southeastern/mid-western region of Brazil or 35.0% of the installed capacity of the northern/northeastern region of Brazil, except if such percentage corresponded

 

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to the installed capacity of a single generation plant; (ii) own more than 20.0% of Brazil’s distribution market, 25.0% of the southern/southeastern/mid-western distribution market or 35.0% of the northern/northeastern distribution market, except in the event of an increase in the distribution of electricity exceeding the national or regional growth rates; or (iii) own more than 20.0% of Brazil’s trading market with final consumers, 20.0% of Brazil’s trading market with non-final consumers or 25.0% of the sum of the above percentages.

In accordance with paragraph one, Article 31 of the Electricity Regulatory Law, we and our subsidiaries Furnas, Chesf, Eletronorte, Eletrosul and Eletrobras CGTEE were excluded from the National Privatization Program. Accordingly, we were subject to the limits and conditions imposed on the participation of agents in the activities of the electricity sector, in accordance with ANEEL Resolution No. 278/2000, which is aimed at achieving effective competition between agents and preventing a concentration in the services and activities undertaken by agents within the electricity sector.

On November 10, 2009, ANEEL issued Resolution No. 378, which revoked and replaced Resolution No. 278/2000 and established that ANEEL, upon identifying an act that may result in unfair competition or in significant control of the generation, transmission and distribution markets, must notify the Secretary of Economic Law (Secretaria de Direito Econômico, or SDE) of the Ministry of Justice, pursuant to art. 54 of Law No. 8,884 of June 11, 1994. After notification, the SDE must inform the antitrust authority, the Administrative Counsel of Economic Defense (Conselho Administrativo de Defesa Econômica), or CADE. If necessary, the SDE will require ANEEL to analyze potential infractions under Resolution No. 378, while CADE must determine any applicable punishment, which may vary from pecuniary penalties to the dissolution of the company, pursuant to articles 23 and 24 of the abovementioned law.

Although the legislation currently in force does not provide for specific thresholds for the identification of market concentration, as we hold a participation in the Brazilian market equivalent to 32% of the total installed capacity of the country, our activities are under constant supervision by the regulators and we are requested, on a regular basis, to update our corporate chain and investments, as well as to detail our activities and influence in the Brazilian electricity market.

Tariffs for the Use of the Distribution and Transmission Systems

ANEEL oversees tariff regulations that govern access to the distribution and transmission systems and establish tariffs for the use of and access to said systems. The tariffs are: (i) network usage charges, which are charges for the use of the proprietary local grid of distribution companies (or TUSD); and (ii) a tariff for the use of the transmission system, which is the Basic Network and its ancillary facilities (or TUST). Additionally, distribution companies in the Southern/Southeastern Interconnected Power System pay specific charges for the transmission of electricity generated at Itaipu and for access to the transmission system.

TUSD

The TUSD is paid by generators, free consumers and special consumers for the use of the distribution system of the distribution company to which the relevant generator or free consumer is connected and are revised annually according to an inflation index. The amount to be paid is based on a formula set forth by ANEEL Resolution No. 657/2015 and may vary pursuant to a number of different factors, including, for instance, costs of the network, operating costs and energy losses, among others. Our distribution companies receive the TUSD paid by free consumers in their concession areas and by some other distribution companies which are connected to our distribution system.

TUST

The TUST is paid by distribution companies and uses, including generators, free consumers and special consumers, for the use of the Basic Network. The amount to be paid is based on a formula set by ANEEL Resolution No. 67/2004, as amended by ANEEL Resolution No. 442/2011, and it may vary pursuant to a number of different factors. According to criteria established by ANEEL, owners of the different parts of the transmission grid have transferred the coordination of their facilities to the ONS in return for receiving regulated payments from users of the transmission system. Network users, including generation companies, distribution companies and free consumers, have signed contracts with the ONS entitling them to use the transmission grid in return for the payment

 

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of published tariffs. Other parts of the grid that are owned by transmission companies but which are not considered part of the transmission grid are made available directly to the interested users who pay a specified fee to the relevant transmission company.

Contract for Access to the Intermediary Connection System – Access Charge

Some distribution companies, especially in the State of São Paulo, access the Basic Network through an intermediary connection system located between their respective distribution lines and the Basic Network. This connection is formalized by means of a Contract for the Access to the Intermediary Connection System entered into with transmission concessionaires that own such facilities. Compensation for the transmission companies is regulated by ANEEL and is defined in accordance with the cost of the assets used, whether they are their exclusive property or shared among the electricity industry agents. The correspondent compensation incidental to the use of the intermediary connection system is revised annually by ANEEL according to an inflation index and to the costs relating to the assets.

Itaipu Transportation Charge

The Itaipu plant has an exclusive transmission grid operated in alternating and continuous voltage, which is not considered to be part of the Basic Network or of the intermediary connection system. The use of such system is compensated by a specific charge, denominated the Itaipu transportation charge, paid by those companies entitled to quotas of the electricity from Itaipu, in proportion to their quotas.

Distribution Tariffs

Distribution tariff rates are subject to review by ANEEL, which has the authority to adjust and review tariffs in response to changes in electricity purchase costs and market conditions. When adjusting distribution tariffs ANEEL divides the costs of distribution companies between: (i) costs that are beyond the control of the distributor (or Parcel A costs); and (ii) costs that are under the control of distributors (or Parcel B costs). The readjustment of tariffs is based on a formula that takes into account the division of costs between the two categories.

Each distribution company’s concession agreement provides for an annual tariff adjustment (reajuste anual). In general, Parcel A costs are fully passed through to consumers. Parcel B costs, however, are adjusted for inflation in accordance with the IGP-M index.

Electricity distribution companies are also entitled to revisão periódica (revisions) every five years. These revisions are aimed at: (i) assuring that revenues are sufficient to cover Parcel B operating costs and that adequate compensation for essential investments for the services within the scope of each such company’s concession; and (ii) determining the “X factor,” which is an efficiency factor based on three components: (a) expected gains of productivity from increase in scale; (b) evaluations by consumers (verified by ANEEL); and (c) labor costs.

Accordingly, upon the completion of each periodic revision, application of the X factor requires distribution companies to share their productivity gains with final consumers.

The pass-through of electricity purchase costs under supply agreements negotiated before the enactment of the Electricity Regulatory Law is subject to a ceiling based on a value established by ANEEL for each different source of energy (such as hydroelectric, thermoelectric and alternative sources of energy). This ceiling is adjusted annually in order to reflect increases in costs incurred by generators. That adjustment takes into account: (i) inflation; (ii) costs incurred in hard currency; and (iii) fuel related costs (such supply of natural gas). Costs incurred correspond to at least 25.0% of all costs incurred by generators.

In addition, concessionaires of electricity distribution are entitled to revisão extraordinária (extraordinary review) of tariffs, on a case by case basis, to ensure their financial equilibrium and compensate them for unpredictable costs, including taxes, that significantly change their cost structure.

 

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In terms of commercial conditions, ANEEL Resolution No. 547, of April 16, 2013 provided for a new informative system for the consumers, with the inclusion of flags (green, yellow and red) in the consumers’ invoice which indicate whether the energy provider expects an increase or decrease in the energy price for the following month, according to the energy prices established by ANEEL for each subsystem. The additional revenue obtained by the concessionaire due to the use of this flag system will be considered in the readjustment and review procedures described above.

According to the MP 735, the 2016 tariff review shall reflect the incorporation of the losses of 2015. Then, from 2017 to 2025, it will be applied an annual reducer of 10% of these incorporated losses, regarding the 2015 tariff review established by ANEEL. The new rule allows the use of the resources obtained by the Executive Power in connection with the bid of the concessions (bônus de outorga) to cover the fuel expenses incurred, until April, 2016, by the utilities companies located in the Isolated System, which did not have access to the resourced of CDE due to the non-compliance with the efficiency goals

For the concessions which were not renewed, the rules of MME Ordinance No. 388, dated July 26, 2016 will apply until the concession is rebidded and a new controller undertakes the services under a new concession agreement which will set forth the tariff policies. In general terms Ordinance n. 388/2016 establishes the following regarding the costs split between Parcel A and Parcel B:

Parcel A includes:

(i) Energy sector charges;

(ii) Electricity purchased;

(iii) Connection and usage charges for the transmission and distribution systems and;

(iv) Non-recoverable revenue.

Parcel B costs, as usual, are determined by subtracting the entire Parcel A costs from the distribution company’s revenues.

Finally, ANEEL has recently launched a Public Hearing to discuss with the industry the necessary changes in the calculation methodology of the distribution tariffs applicable to the renewed concessions. Also, the proposed regulation could eventually be extended to the non-renewed concession agreements upon express adhesion. The idea is to ANEEL to calculate yearly the revenues that each concession will require to cover their costs and return on investments. We cannot predict in which terms the new regulation will be approved but we expect a more favorable treatment to the future revenues as ANEEL is willing to mitigate the effects of the non-manageable costs and market fluctuation on the tariffs of the distribution companies.

ANEEL enacted, on September 13th, 2016, a Resolution to establish the conditions that will guarantee the continuity of the services rendered by the utilities companies located in the North and Northeast of Brazil in the context of the termination of such concessions. The services will be temporarily rendered by Distribuition Companies of Eletrobras and the established conditions include the normalization of the transference of sectorial funds, adjustment and review of the tariffs in order to guarantee tariff coverage, and access to loans from Reversion Global Fund (Reserva Global de Reversão). Although the resolution is already valid, it is currently under the procedure of public hearing (from September 15th to October 15th), which may introduce some changes to the original text, according to ANEEL’s discretion.

Incentive Programs for Alternative Sources of Electricity

Thermoelectric Priority Program

In 2000, a federal decree created the Programa Prioritário de Termeletricidade (the Thermoelectric Priority Program or PPT), for purposes of diversifying the Brazilian energy matrix and decreasing its strong dependency on hydroelectric plants. The benefits granted to thermoelectric plants under the PPT include: (i) guaranteed gas supply for 20 years; (ii) assurance that costs related to the acquisition of the electricity produced by thermoelectric plants will be transferred to tariffs up to a normative value determined by ANEEL; and (iii) guaranteed access to a BNDES special financing program for the power industry.

 

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Proinfa

In 2002, the Proinfa program was established by the Brazilian Government to create certain incentives for the development of alternative sources of energy, such as wind energy projects, Small Hydroelectric Power Plants and biomass projects. As with some other social programs, we are involved in the administration of the Proinfa program.

Under the Proinfa program, we purchase electricity generated by these alternative sources for a period of up to 20 years and transfer it to free consumers and certain electricity distribution companies (which are responsible for including the costs of the program in the tariffs for all final consumers in their respective concession area, except for low-income consumers). In its initial phase, the Proinfa program is limited to a total contracted capacity of 3,300 MW (1,100 MW for each of the three alternative energy sources).

In its second phase, which should start after the 3,300 MW limit is reached, the Proinfa program is intended, in a period of up to 20 years, to have contracted capacity equivalent to 10.0% of the annual domestic consumption of electricity. Upon the success of electricity auctions promoted by the Federal Governmental, the second phase of Proinfa has not yet been launched.

Research and Development – R & D

Concessionaires and companies authorized to engage in public power distribution, generation and transmission businesses are required to invest annually at least 1.0% of their net operating income in electric power research and development. Companies that only generate power from wind, biomass and Small Hydroelectric Power Plants are not subject to this requirement.

Regulatory Charges

Global Reversion Reserve Fund

In certain circumstances, power companies are compensated for assets used in connection with a concession if the concession is eventually revoked or is not renewed. In 1971, the Brazilian Congress created a Reserva Global de Reversão (a Global Reversion Reserve Fund or RGR Fund) designed to provide funds for such compensation. In February 1999, ANEEL revised the assessment of a fee requiring all distributors and certain generators operating under public service regimes to make monthly contributions to the RGR Fund at an annual rate equal to 2.5% of the company’s fixed assets in service, but not to exceed 3.0% of total operating revenues in any year. In recent years, no concessions have been revoked or have failed to be renewed, and in recent years the RGR Fund has been used principally to finance generation and distribution projects. With the introduction of MP No. 517/2010, the RGR Fund is scheduled to be phased out by 2035, and ANEEL is required to revise the tariff so that the consumer will receive some benefit from the termination of the RGR Fund. In accordance with Law No. 12,783, distribution concessions, transmission concessions granted after September 12, 2012 and all renewed generation and transmission concessions are no longer required to pay RGR charges as of January 1, 2013.

Public Use Fund

The Brazilian Government has imposed a fee on Independent Power Producers reliant on hydrological resources, except for Small Hydroelectric Power Plants, similar to the fee levied on public industry companies in connection with the RGR Fund. Independent Power Producers are required to make contributions to the Fundo de Uso de Bem Público (the Public Use Fund or UBP Fund) according to the rules of the corresponding public bidding process for the granting of concessions. We received the UBP Fund payments until December 31, 2002. All payments to the UBP Fund since December 31, 2002 are paid directly to the Brazilian Government.

Fuel Consumption Account

Distribution companies, and generation companies that sell directly to final consumers, must contribute to the Conta de Consumo de Combustível (the Fuel Consumption Account or CCC Account). The CCC Account was created in 1973 to generate financial reserves to cover elevated costs associated with the increased use of thermoelectric energy plants, in the event of a rainfall shortage, given the higher marginal operating costs of thermoelectric energy plants compared to hydroelectric energy plants. In February 1998, the Brazilian Government

 

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provided for the phasing out of the CCC Account. Subsidies from the CCC Account have been phased out over a three-year period beginning in 2003 for thermoelectric energy plants constructed prior to February 1998 and belonging to the Interconnected Power System. Thermoelectric plants constructed after that date will not be entitled to subsidies from the CCC Account. In April 2002, the Brazilian Government established that subsidies from the CCC Account would continue to be paid to those thermoelectric plants located in isolated regions for a period of 20 years in order to promote generation of electricity in those regions.

Law No. 13,299, dated June 26, 2016 amended the formula for calculation of the CCC Account relating to the Isolated System, previously provided by Law No. 12,111 dated December 2009. According to the latter, the amount of the reimbursement through the CCC Account is equal to the total cost of generation minus the total amount of energy utilized by the agent at the average unitary energy price determined at auctions of the Interconnected system. The law determined that the energy sector fees were to be included in the calculation of the average cost of energy in the Regulated Market. Law No. 13,299, in turn, sets forth the exclusion of the fees related to the average energy price from January 1, 2017 to December 31, 2020, increasing the value to be reimbursed to energy distributors in the Isolated System. Each year, from January 2021 to December 2034, 1/15 of the energy sector fees will be added to the average energy price until 2035, when the totality of the fees shall be dully incorporated into the price again.

However, Law No. 12,783 extinguished the apportionment of the benefit of reduction of the costs for fuel consumption within electric energy generation.

Energy Development Account

In 2002, the Brazilian Government instituted the Conta de Desenvolvimento Energético (Energy Development Account or CDE Account), which is funded through annual payments made by concessionaires for the use of public assets, penalties and fines imposed by ANEEL and, since 2003, the annual fees to be paid by agents offering electricity to final consumers, by means of a charge to be added to the tariffs for the use of the transmission and distribution systems. These fees are adjusted annually. The CDE Account was created to support the: (i) development of electricity production throughout the country; (ii) production of electricity by alternative energy sources; and (iii) universalization of energy services throughout Brazil. The CDE Account will be in effect for 25 years and is regulated by ANEEL and managed by us.

The Electricity Regulatory Law establishes that the failure to pay the contribution to the RGR Fund, Proinfa program, the CDE Account, the CCC Account, or payments due by virtue of purchase of electricity in the Regulated Market or from Itaipu prevents the non-paying party from receiving a tariff readjustment (except for an extraordinary review) or receiving resources arising from the RGR Fund, CDE Account or CCC Accounts.

Electricity Reallocation Mechanism

The Mecanismo de Realocação de Energia (energy reallocation mechanism) provides financial protection against hydrological risks for hydro-generators according to energy commercialization rules in effect, to mitigate the shared hydrological risks that affect the generators and assure the optimal use of the hydroelectric resources of the Interconnected Power System.

The mechanism guarantees that all the generators that participate in it will be able to sell the amount of electricity which they have contracted to sell under long-term contracts as determined by ANEEL, which we refer to as “assured electricity,” irrespective of their actual electricity production, provided that the power plants participating in the mechanism, as a whole, have generated sufficient electricity. In other words, the mechanism reallocates electricity, transferring surplus electricity from those generators whose generation was in excess of their assured electricity, to those whose generation was less than assured electricity. The effective generation dispatch is determined by the ONS, which takes into account nationwide electricity demand, the hydrological conditions of the Interconnected Power System and transmission limitations.

Reimbursement of the generation costs of the relocated electricity is provided to compensate generators that relocate electricity to the system in excess of their assured electricity. Generators are reimbursed for their variable operational costs (except fuel) and costs for the use of water. The total costs of the relocated electricity (from all generators that provided electricity to the energy reallocation mechanism) are then combined and paid by the generators that receive electricity from the mechanism.

 

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The mechanism includes all hydroelectric power plants subject to the centralized dispatching of the ONS, small hydroelectric stations that opt to participate in the mechanism and thermal power plants with centralized dispatching, included in the Initial Supply Contracts and whose fuel costs are subsidized by the Fuel Consumption Account. Since 2003, the Fuel Consumption Account power plants only partially participated in the mechanism, due to the gradual reduction of the subsidy.

Electric Power Services Supervision Fee – TFSEE

ANEEL also the Electric Power Services Supervision Fee (or TFSEE), which is a supervision fee from electric power services agents and concessionairespursuant to Law No. 9,427 of December 26, 1996, as amended by Law No. 12,111 of December 9, 2009, and Law No. 12,783/2013. The TFSEE is charged at the rate of 0.4% of the annual economic benefit posted by the agent or concessionaire. The economic benefit is determined based on the installed capacity of authorized generating and transmitting concessionaires or on annual sales income posted by distribution concessionaires. This fee is collected by ANEEL in twelve monthly installments.

Financial Compensation For Use Of Water Resources (CFURH)

The states, the Federal District, and municipalities, as well as direct public federal administration bodies all receive financial compensation from generating companies for use of water resources and loss of productive land due to the flooding of the area for the construction and generation of electric power. CFURH is based on power output and paid to the states and municipalities in which the plant or reservoir is situated. ANEEL is responsible for the collection and management of such fee. This charge is not assessed on Small Hydroelectric Power Plants, as they are exempt from this requirement.

Emergency Capacity Charge (ECE)

ECE was created as provided for in Article 1 of Law No. 10,438 of April 26, 2002, as amended by Law No. 12,212 of January 20, 2010. It is assessed proportionally to the final individual total consumption of all consumers served by the Interconnected Power System and classified as a specific tariff charge. ANEEL ruled that its basis would be the cost of contracting generating capacity or voltage estimated by Comercializadora Brasileira de Energia Emergencial (or CBEE) in any given year.

Rationing

The Electricity Regulatory Law establishes that, in a situation where the Brazilian Government decrees a compulsory reduction in the consumption of electricity in a certain region, all energy amount agreements in the Regulated Market, registered within CCEE in which the buyer is located, must have their volumes adjusted in the same proportion to the consumption reduction.

The Effects of the New Bankruptcy Law on Us

On February 9, 2005, the Brazilian Government enacted Law No. 11,101, or the New Bankruptcy Law. The New Bankruptcy Law, which came into effect on June 9, 2005, governs judicial recovery, extrajudicial recovery and liquidation proceedings and replaces the debt reorganization judicial proceeding known as concordata (reorganization) for judicial recovery and extrajudicial recovery. The New Bankruptcy Law provides that its provisions do not apply to government owned and mixed capital companies. However, the Brazilian Federal Constitution establishes that mixed capital companies, such as Eletrobras, which operate a commercial business, will be subject to the legal regime applicable to private corporations in respect of civil, commercial, labor and tax matters. Therefore it is unclear whether or not the provisions in connection with judicial and extrajudicial recovery and liquidation proceedings of the New Bankruptcy Law would apply to us.

 

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Judicial Recovery

In order to request judicial recovery, a debtor must fulfill the following requirements: (i) conduct its business in a regular manner for more than two years; (ii) not be bankrupt (or, in the event that the debtor was bankrupt in the past, then all obligations arising therefrom must have been declared extinguished by a judgment not subject to appeal); (iii) not have been granted a judicial recovery or special judicial recovery in the five or eight years prior to its request, respectively; and (iv) not have been convicted of (or not have a controlling partner or manager who has been convicted of) a bankruptcy crime. All claims in existence at the time of the request for judicial recovery are subject to such procedure (including potential claims), except for claims of tax authorities, creditors acting as fiduciary owners of real or personal properties, lessors, owners or committed sellers of real estate, including for real estate developments, or owners under sale agreements with a title retention clause (paragraph 3 of Article 49 of the New Bankruptcy Law). The judicial recovery can be implemented by means of one or more of the following transactions, amongst others (i) the granting of special terms and conditions for the payment of the debtor’s obligations; (ii) spin-off, merger, transformation of the company, incorporation of a wholly-owned subsidiary or the assignment of quotas or shares; (iii) transfer of corporate control; (iv) partial or total replacement of the debtor’s management, as well as the granting to its creditors the right to independently appoint management and the power of veto; (v) capital increase; (vi) leasing of its premises; (vii) reduction in wages, compensation of hours and reduction of the workday, by means of collective bargaining; (viii) payment in kind or the renewal of the debtor’s debts; (ix) creation of a company composed of creditors; (x) partial sale of assets; (xi) equalization of the debtor’s financial charges; (xii) constitution of an usufruct on the company; (xiii) shared management of the company; (xiv) issuance of securities; and (xv) creation of a special purpose company for purposes of receiving the debtor’s assets.

However, pursuant to Law No. 12,767/2012, energy concessionaires may no longer initiate judicial or extrajudicial corporate reorganization procedures (recuperação judicial ou extrajudicial) until their concessions expire.

Extrajudicial Recovery

The New Bankruptcy Law also created the extrajudicial recovery mechanism, by means of which a debtor who meets the requirements for the judicial recovery (as outlined above) may propose and negotiate with its creditors an extrajudicial recovery plan, which must be submitted to the court for approval. Once approved, such a plan will constitute a valid means of enforcement. The extrajudicial recovery is not applicable, however, to any claims relating to labor- or workplace related accidents, as well as to any claims excluded from judicial recovery. In addition, the request for court approval of an extrajudicial recovery plan will does not impose a moratorium on the rights, suits and enforcement proceedings of creditors not subject to such plan, and those creditors will still be able to request the debtor’s bankruptcy.

As mentioned above, energy concessionaires may no longer initiate judicial or extrajudicial corporate reorganization procedures (recuperação judicial ou extrajudicial) until their concessions expire.

Liquidation

The New Bankruptcy Law changed the order in which claims are classified in the context of liquidation proceedings to the following order, which is set out in order of priority: (i) labor claims in general (limited to a maximum amount of 150 times the minimum monthly Brazilian wage per creditor) and labor claims related to indemnification for workplace accidents; (ii) claims of secured creditors (limited to the amount of the guarantee); (iii) tax claims (except for tax fines); (iv) personal claims enjoying special privileges (as defined in other statutes); (v) personal claims enjoying general privileges (among others, unsecured creditors who have provided goods or services to the debtor during its judicial recovery and creditors who are so defined in other statutes); (vi) unsecured debts (creditors not provided for in the preceding items, labor creditors whose claims exceed the 150-minimum monthly wages limitation, and creditors whose claims exceed the amount of their respective guarantees); (vii) contractual fines and monetary fines arising from the disobedience of statutes; and (viii) subordinated debts (as provided for by law or in an agreement, and creditors who are partners or managers of the debtor company but not in the context of a labor relationship). The New Bankruptcy Law establishes that only a creditor claiming for an amount in excess of 40 times the minimum monthly Brazilian wage can commence liquidation proceedings. However, it is permitted for creditors to commence a class action in order to comply with the minimum amount mentioned above. The New Bankruptcy Law also extended (i) the time period in which a debtor must present its defense in connection with a request for its bankruptcy from 24 hours to ten days, and (ii) the suspension period during which no assets may be sold or liquidated from 60 to 90 days (from either the date of filing the bankruptcy petition, the request for judicial recovery or from the date of the first protest of a note due to its non-payment by the company).

 

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Compliance

The Company has been improving and enhancing its compliance program, in order to remedy the related material weakness, according to the FCPA’s requirements and the Brazilian Anticorruption Law. Throughout 2015 and 2016, the Company carried out a series of actions that increased the maturity of its compliance program.

The “Eletrobras 5 Dimensions Compliance Program” is a company-wide plan that we are developing and implementing in order to comply with international corporate governance standards, laws and regulations, including the U.S. Sarbanes-Oxley Act of 2002, the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), the Brazilian Anticorruption Law (Law no. 12,846/2013), Law of Government-Controlled Companies (Law no. 13,303/2016), the rules and guidelines issued by the SEC, CVM, the Brazilian Institute of Corporate Governance (IBGC) and the OECD, among others. A summary of our material weaknesses and remediation program is discussedin Item 15 of this Form 20-F.

As a response to allegations of potential illegal activities appearing in the media in 2015 relating to companies that provide services to the Company’s subsidiary, Eletrobras Termonuclear S.A. – Eletronuclear (“Eletronuclear”) (specifically, “ Angra 3” nuclear power plant), and to certain SPEs that Eletrobras holds a minority stake, Eletrobras’ Board of Directors, although not required to do so, hired the law firm Hogan Lovells US LLP to undertake an independent internal investigation for the purpose of assessing the eventual existence of irregularities, including violations of the U.S. Foreign Corruption Practice Act (FCPA), the Brazilian Anticorruption Law and the Eletrobras’ code of ethics (the “Independent Investigation”).

The Independent Investigation is subject to oversight by a commission that was created by the Board of Directors of Eletrobras on July 31, 2015. This commission is composed of Ms. Ellen Gracie Northfleet, a retired Federal Supreme Court judge, Mr. Durval José Soledade Santos, former director of the Comissão de Valores Mobiliários (Brazilian Securities Exchange Comission), and Mr. Manoel Jeremias Leite Caldas, representative of minority shareholders (the “Independent Commission”).

On April 29, 2015, the Federal Police commenced the “Radioactivity Operation” phase of Operation “Lava Jato”, which resulted in the imprisonment of a former officer of our subsidiary Eletrobras Termonuclear S.A – Eletronuclear. This former officer was sentenced to 43 years of prison, by the judge of the 7th Federal Criminal Court, for passive bribery, money laundering, obstruction of justice, tax evasion and participation in a criminal organization. On July 6, 2016, the Federal Police commenced “Operation Pripyat”, in which the Federal Police served arrest warrants issued by the judge of the 7th Federal Court of the District of Rio de Janeiro against former officers, officers who had already been suspended by Eletrobras’ Board of Directors as well as other parties. Formal charges of corruption, money laundering and obstruction of justice were filed against such former officers by Federal Prosecutors on July 27th, 2016. Eletrobras is assisting the prosecution in these criminal proceedings.

The Company, Hogan Lovells and the Independent Commission have been closely monitoring the official investigations and cooperating with Brazilian and United States authorities, including Federal Courts (Justiça Federal); Federal Prosecutors’ Office (Ministério Público Federal or “MPF); Brazilian Securities Commission (Comissão de Valores Mobiliários or “CVM”); Council for Economic Defense (Conselho Administrativo de Defesa Economica or “CADE”), United States Department of Justice (“DOJ”), United States Securities & Exchange Commission (“SEC”), among others, and have responded to requests for information and documents from these authorities.

The Company evaluated the contracts with findings identified in external and internal investigations and, when applicable, suspended the contract. Eletrobras took the applicable administrative measures in relation to employees and officers involved in the situations identified by the investigation, including, when applicable, the suspension or termination of the employment agreement.

 

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The Effects of Government-Controlled Companies Law on Us

Law No. 13,303 of June 30, 2016, establishes the rules applicable to state-owned companies, government-controlled companies and their subsidiaries, regulating the Article 173 of the Constitution of the Republic of 1988 (“Law of Government-Controlled Companies”).

The main subject of the Law of Government-Controlled Companies is linked to governance rules that have become applicable to state-owned and government-controlled companies, which are now forced to adopt higher standards of disclosure of technical and financial information, and to follow some specified criteria for the appointment of their officers and executives.

Among the new criteria set forth by the law, there are two highlights: the appointee is required to have an academic background and previous business experience in areas related to the business of the state-owned or government-controlled company where they would be working; and it is prohibited to appoint members of political parties or members of the legislative branch, as well as third parties related to them.

In addition, the law strengthens the entire governance structure and internal and external controls of state-owned and government-controlled companies, establishing the obligation for periodic public disclosure of technical and financial reports, maintenance of a statutory independent committee of internal audit, and mandatory submission to external auditing by independent audit firms, as well as by the audit bodies of public administration, such as the Federal, State and City Accounting Courts.

It was also defined by the Law of Government-Controlled Companies the social function of state-owned or government-controlled companies, which is the promotion of the public interest related to their business, which should be guided by an efficient economic management and a rational management of resources ensuring sustainable economic growth aiming to increase the access by consumers to the products and services provided by such company, to develop national technologies in order to for improve the products and provision of services and to promote environmentally sustained and socially responsible practices, always in an economically justified way.

Furthermore, the Law of Government-Controlled Companies establishes rules about public biddings for hiring and for the execution of contracts by state-owned or government-controlled companies, aiming to increase the transparency and effectiveness of internal and external controls connected to the appropriateness of the proceedings.

Although the rule came into force immediately after its publication, the state-owned or government-controlled companies have up to 24 (twenty four) months to adapt to the new legal requirements.

Regarding Eletrobras, many of the requirements set out in the Law of Government-Controlled Companies relating to the disclosure of technical and financial reports, as well as to the audit and internal control structure, are already met by the company and will be subject to review by the Board of Directors in order to strengthen and improve our governance structure, which already could be seen in the last election for the Board of Directors, which fully complied with the criteria for appointment of members and the percentage of participation of independent members set forth in the rule.

Other adjustments will be promoted by Eletrobras within the deadline established by the law for the adaptation of government-controlled companies to the new requirements.

C. Organizational Structure

In December 2015, we operated generation, transmission and distribution activities in Brazil through the following fourteen regional subsidiaries and Itaipu, 179 SPEs and non-controlling interests in 25 companies:

 

    Itaipu, a plant in which we and a Paraguayan governmental entity (ANDE) each hold a 50.0% interest and which we believe is one of the world’s largest hydroelectric plants by volume of energy generated;

 

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    Furnas, which engages in generation and transmission activities in the southeast and part of the midwest regions of Brazil;

 

    Chesf, which engages in generation and transmission in the northeast region of Brazil;

 

    Eletronorte, which engages in generation, transmission and limited distribution activities in the north and part of the midwest regions of Brazil;

 

    Eletronuclear, which owns and operates two nuclear plants, Angra I and Angra II, and is planning to construct a third, Angra III;

 

    Amazonas Energia, which engages in generation, transmission and distribution in the State of Amazonas. Amazonas Energia operates in the interior of the State of Amazonas, an area that, until March, 2008, was operated by Ceam, which was previously directly held by Eletrobras but no longer exists as a standalone operating company;

 

    Amazonas GT: which engages in generation and transmission activites in the State of Aamazonas;

 

    Eletrosul, which engages in transmission activities in the State of Santa Catarina, Rio Grande do Sul, Mato Grosso do Sul and Paraná;

 

    CEPISA, which engages in distribution activities in the State of Piauí;

 

    CEAL, which engages in distribution activities in the State of Alagoas;

 

    CERON, which engages in distribution activities in the State of Rondônia;

 

    Boa Vista Energia, which engages in distribution activities in the State of Roraima;

 

    CGTEE, which owns and operates thermal plants in the south region of Brazil;

 

    Eletroacre, which engages in distribution activities in the State of Acre; and

 

    CELG-D, which engages in distribution activities in the State of Goiás.

We are also the main sponsor of Cepel, the largest technological research and development center in the electricity industry in Latin America.

We also hold a majority interest in Eletrobras Eletropar, a holding company that holds minority interests in the following five Brazilian distribution companies: (i) AES Eletropaulo Metropolitana de Eletricidade de São Paulo S.A – AES Eletropaulo; (ii) Energias do Brasil S.A. – Energias do Brasil; (iii) Companhia de Transmissão de Energia Elétrica Paulista – CTEEP; (iv) Empresa Metropolitana de Águas e Energia S.A. – EMAE; and (v) Companhia Piratininga de Força e Luz – CPFL.

 

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The following organizational chart shows our summarized shareholder structure and subsidiaries as of the date of this annual report (we also have minority shareholdings in 26 utility companies throughout Brazil, not indicated in this chart):

 

LOGO

On January 11, 2013, the shareholders of our subsidiary Eletrosul approved the incorporation of Artemis Transmissora de Energia S.A..

On October 2, 2013, Eletrobras acquired from Administración Nacional de Usinas Y Transmisiones Eléctricas a 50% equity interest in Rouar S.A., a company based in Montevideu, Uruguay and engaged in the generation of electricity by means of wind power.

On December 30, 2013, Eletronorte approved the merger of its wholly owned subsidiary Rio Branco Transmissora de Energia S.A. into Eletronorte.

In March 2014, the company Estação Transmissora de Energia S.A was merged into Eletronorte.    On December 31, 2014, Chesf acquired 100% of the equity of Extremoz and started to hold 83.01% of SPE Tamanduá Mirim.

On September 26, 2014, our shareholders approved the acquisition of a 50.9% interest in CELG-D. This transaction closed on January 27, 2015 when we disbursed R$ 59.5 million in respect of the acquisition. Accordingly, the balance sheet of CELG-D is fully consolidated into our balance sheet as of December 31, 2014 and the results of operations and cash flows of CELG-D are fully consolidated into our income statement and cash flows from October 1, 2014. On May 13, 2015, the Brazilian Government enacted Decree No. 8,449, which included CELG-D in the National Privatization Program (PND, or Programa Nacional de Desestatização). Accordingly, Celgpar and we deposited our shares of CELG-D with the National Privatization Fund (FND, or Fundo Nacional de Desestatização). Our shareholders’ meeting held on December 28, 2015, approved the sale of our shares of CELG-D and since than CELG D is available for sale. The privatization process was expected to be arranged by BM&FBOVESPA and to be held in the first half of 2016. However, the Commission of Bidding relating to the

 

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Privatization Auction of CELG-D, designated by the Ordinance PRESI 093/2016 – BNDES of June 29, 2016, announced on August 2016 that the bid was considered cancelled due to lack of bidders. Accordingly, the Investments Partnership Program of the Presidency of the Republic reviewed, on September 14, 2016, the privatization conditions approved by the National Council on Privatization (“CND”) and BNDES, in order to launch a new bid in 2016 to privatize CELG D. The Board of Investment Partnerships Program of the Federal Government approved the Resolution 7/2016 in the which is being listed the new minimum conditions and new price for sale, by Eletrobras, of its shareholding participation in CELG Distribuição S.A (“Celg-D”). The new market value approved by the PPI for CELG D is R$ 4.448 billion (four billion, four hundred forty-eight million). However, considering the debts and other liabilities in the amount of R$ 2.656 billion (two billion, six hundred fifty-six million), as of June 2016, the net value of CELG D is R$ 1.792 billion (one billion, seven hundred ninety-two million). In the privatization process, Eletrobras intends to sell its entire stake in CELG D, equivalent to 50.9% of the share capital. The shareholders of Eletrobras are invited to attend the Extraordinary General Meeting to be held on October 24, 2016 to deliberate about this sale.

On June 22, 2015, our shareholders approved the corporate split of Amazonas Energia into Amazonas GT and Amazonas D.

D. Property, Plant and Equipment

Our principal properties consist of hydroelectric generation plants and transmission networks which are located all over Brazil. The book value of our total property, plant and equipment as of December 31, 2015, December 31, 2014 and December 31, 2013 was R$ 29,547, R$ 31,168 million and R$ 30,247 million, respectively. As a result of the existing large hydroelectric power capacity still available in Brazil, we believe hydroelectric energy will continue to have a prominent role in providing for the growth in consumption of electrical energy.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction with our audited Consolidated Financial Statements included elsewhere in this annual report.

Overview

Directly and through our subsidiaries, we are involved in the generation, transmission and distribution of electricity in Brazil. Our revenues derive mainly from:

 

    the generation of electricity through our subsidiaries and its sale to electricity distribution companies and free consumers, which in 2015, 2014 and 2013 accounted for R$ 18,242 million, or 52.7%, R$ 19,821 million, or 62.8% and R$ 16,688 million, or 65.5% of our total net revenues, respectively. In 2015, of R$ 18,242 million in revenue, R$ 1,748 million was from operation and maintenance and R$ 16,494 million was from exploration;

 

    the transmission of electricity, which in 2015, 2014 and 2013 accounted for R$ 5.665, or 16.4%, R$ 4,978 million, or 15.7% and R$ 4,203 million, or 16.5% of our total net revenues, respectively. In 2015, of R$ 5.665 million in revenue, R$ 3,826 million was from operation and maintenance and R$ 1,839 was from exploration;; and

 

    the distribution of electricity to end consumers, which in 2015, 2014 and 2013 accounted for R$ 10,352, or 29.9%, R$ 6,664 million, or 21.1%, R$ 4,499 million, or 17.7% of our total net revenues, respectively.

The primary drivers of our financial performance are demand for electricity (which in turn is impacted by macroeconomic conditions and external events such as electricity rationing, which occurred in 2001 and 2002) and

 

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the pricing of electricity (which is determined as set out in “Item 4.B, The Brazilian Power Industry”). Although levels of electricity consumption now exceed those that existed before the energy crisis that occurred in 2001 and 2002, that energy crisis continues to impact our recognition of revenues and, accordingly, our results of operations.

Principal Factors Affecting our Financial Performance

The Effects of Law No. 12,783

In 2012, the Brazilian Congress converted Provisional Measure No. 579/2012 into Law No. 12,783, which materially changed the Brazilian electricity sector. The law allowed current holders of concessions to operate electricity generation and transmission assets, which were due to expire during the years 2015 through 2017, to renew those concessions for an additional maximum period of 30 years effective January 1, 2013, but at significantly lower tariff levels. As an option under the law, Eletrobras and other concessionaires could have entered into a potentially competitive bidding process to renew their generation and transmission concessions. Law No. 12,783 also affected distribution concessions by lowering the tariffs and, affected renewal of distribution concessions.

In 2013, there was a change of regime in the revenue framework with respect to renewed generation and transmission concessions requiring the exploration method and the operating and maintenance methods to be separately disclosed pursuant to Law 12,783/2013. For these reasons, as of 2013 companies that renewed generation and transmission concessions pursuant to Law No. 12,783 have received lower tariff payments in relation to these assets than the payments made before Law No. 12,783 was enacted. For renewal generation concessions there is a new business model, pursuant to which the tariff covers just a standard operating and maintenance cost plus a margin of 10%, rather than the non renewal generation concession which the company could sell the generated energy.

Under Law No. 12,783, the Federal Government agreed to indemnify Eletrobras and other electricity concessionaires for part of the value of non-amortized investments Eletrobras and other concessionaires made during the term of their concessions. Some of these indemnity payments have been agreed and paid, while others have been estimated for purposes of financial statements based on information available to Eletrobras, see explanatory notes of Subsequent Events of the financial statements.

The shareholders of Eletrobras approved the renewal of generation and transmission concessions under the new law despite the nonrecurring R$ 10.09 billion write off in our assets on December 31, 2012, and the significant expected negative impact on revenues from the relevant concessions in subsequent periods.

In respect of distribution concessions, in 2015, the Federal Government enacted Decree No. 8,461 that regulates the criteria for the renewal of distribution concessions pursuant to Law No. 12,783. The renewal of distribution concessions pursuant to Decree No. 8,461 requires that concession holders meet certain criteria for (i) the quality of the distribution services provided, and (ii) the compliance with certain financial ratios.The Provisional Measure No. 735/2016 also establishes the possibility that Eletrobras could transfer its shareholding in the distribution companies, which are subsidiaries of Eletrobras that do not have an approved extension of their concessions, or that the Federal Government could bid for those subsidiaries.

Generation Scaling Factor

Over the course of 2015, the financial effects of the Generation Scaling Factor, or GSF, on the generation companies which are part of the Energy Relocation Mechanism, or MRE, were discussed.

There was a broad sector debate on the effects of and solutions for the GSF from an administrative, regulatory, business and legal perspective. Law No. 13,203/2015, dated December 8, 2015, and ANEEL Resolution No. 684/2015, dated December 11, 2015, which established the criteria for the approval and the conditions for the renegotiation of the hydrological risk were enacted as a result of Provisional Measure No. 688/2015 (which was amended 78 times) and the ANEEL Public Hearing No. 32/2015.

 

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We note that, before the enactment of Law No. 13,203/2015, all existing hydrological risk was entirely supported by the hydraulic generation agents which were part of the MRE. Accordingly, when the GSF was valued below 1.0, that is, when the total hydraulic generation for the power plants forming the MRE was below the total Physical Guarantee, the difference was split between all hydraulic generators, according to the proportions of their physical guarantees. Depending on the contracting situation of each hydraulic generator, it could be necessary to acquire the additional energy on the short term market. After the enactment of Law No. 13,203/2015, the generators may share the hydrologic risk with consumers, through the payment of the “risk premium”.

The GSF was valued below 1.0, that is, when the total hydraulic generation for the power plants forming the MRE was below the total Physical Guarantee, the difference was split between all hydraulic generators, according to the proportions of their physical guarantees. Depending on the contracting situation of each hydraulic generator, it could be necessary to acquire the additional energy on the short term market. After the enactment of Law No. 13,203/2015, the generators may share the hydrologic risk with consumers, through the payment of the “risk premium”.

We have acted in the GSF debates, particularly in the discussions relating to Itaipu’s GSF (addressed by Decree No. 8.401/2015), during public hearing held by ANEEL, in the discussions with the Associação Brasileira das Empresas Geradoras de Energia Elétrica, or ABRAGE, and on several meetings with the MME, and ABRAGE. Further, we also contributed by initiating proceedings with the aim of setting a limit to the GSF and removing the effects of defaults in the Câmara de Comercialização de Energia Elétrica, or CCEE.

The assessment of products available in the context of the renegotiation of the hydrological risk, such as those listed in Resolution No. 684/2015, took into account the following: plant marketing profile for the regulated contracting environment (ACR) and free environment (ACL), hedging strategy, contract termination predictions, energy simulations, Economic and Financial Feasibility studies (VPL by product type), analysis of the accounting impact, duration of Concession Agreements, cost of risk premium, legal analysis, additional risks related to the Contracting of Energy Reserves, projections for Net Price of Differences (PLD) and allocation of secondary energy, among others.

Investment in CELG-D and in Distribution Companies

On September 26, 2014, our shareholders approved the acquisition of a 50.9% interest in CELG-D. This transaction closed on January 27, 2015 from R$ 59.5 million. Accordingly, the balance sheet of CELG-D is fully consolidated into our balance sheet as of December 31, 2014 and the results of operations and cash flows of CELG-D are fully consolidated into our income statement and cash flows from October 1, 2014. On May 13, 2015, the Brazilian Government enacted Decree No. 8,449, which included CELG-D in the National Privatization Program (PND, or Programa Nacional de Desestatização). Accordingly, Celgpar and we deposited our shares of CELG-D with the National Privatization Fund (FND, or Fundo Nacional de Desestatização). Our shareholders’ meeting held on December 28, 2015, approved the sale of our shares of CELG-D. The privatization process was expected to be arranged by BM&FBOVESPA and to be held in the first half of 2016. However, the Commission of Bidding relating to the Privatization Auction of CELG-D, designated by the Ordinance PRESI 093/2016 – BNDES of June 29, 2016, announced on August 2016 that the bid was considered cancelled due to lack of bidders.Accordingly, Eletrobras will review the privatization conditions approved by the National Council on Privatization (“CND”) and BNDES, in order to launch a new bid to privatize CELG D. Accordingly, the Investments Partnership Program of the Presidency of the Republic (Programa de Parceria de Investimentos da Presidência da República – PPI) reviewed, on September 14, 2016, the privatization conditions approved by the National Council on Privatization (“CND”) and BNDES, in order to launch a new bid in 2016 to privatize CELG D. The Board of Investment Partnerships Program of the Federal Government approved the Resolution 7/2016 in which is being listed the new minimum conditions and new price for sale, by Eletrobras, of its shareholding participation in CELG Distribuição S.A (“Celg-D”). The new market value approved by the PPI for CELG D is R$ 4.448 billion (four billion, four hundred forty-eight million). However, considering the debts and other liabilities in the amount of R$ 2.656 billion (two billion, six hundred fifty-six million), as of June 2016, the net value of CELG D is R$ 1.792 billion (one billion, seven hundred ninety-two million). In the privatization process, Eletrobras intends to sell its entire stake in CELG D, equivalent to 50.9% of the share capital. The shareholders of Eletrobras are invited to attend the Extraordinary General Meeting to be held on October 24, 2016 to deliberate about this sale.

During the Extraordinary General Meeting of Shareholders held on July 22, 2016, the shareholders approved not to renew the concessions of Companhia Energética do Piaui - CEPISA; Companhia Energética de Alagoas - CEAL; Companhia de Eletricidade do Acre - ELETROACRE; Centrais Elétricas de Rondônia S.A - CERON; Boa Vista Energia S.A.; and Amazonas Distribuidora de Energia and that by December 31, 2017 Eletrobras will transfer the control of these distributions. The shareholdersalso approved that this distributions companies can be responsible for the distribution of public energy until December 31, 2017 if all the necessary

 

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funds for these companies to keep their operations ongoing, perform maintenance and make new investments shall be allocated by customer charges or government funding. The shareholders also approved to return, at any time, the distribution companies to Government control if control has not been transferred by December 31, 2017, or if the Federal Government, at any time, ceases to allocate resources to fund these companies or the tariff does not represent proper compensation. If Eletrobras returns such concessions, they will be subject to new bids in the future.

Brazilian Macroeconomic Conditions

Brazilian GDP

Brazil recorded a 4.61% decrease in its GDP as of June 30, 2016; a 3.85% decrease in its GDP for the year ended December 31, 2015; a 0.1% increase for the year ended 2014 and a 2.3% increase for the year ended December 31, 2013, as reported by the Central Bank of Brazil using data provided by the IBGE. The Central Bank has attributed this decrease to (i) the continued effects of macroeconomic measures enacted by the Brazilian Government, including inflation targeting, and (ii) non-economic events, such as the effects of Operação Lava-Jato on certain sectors of the economy and the breach of the Mariana dams in the final quart of 2015, which negatively affected iron ore production.

In its quarterly inflation report published in September 2016, the Central Bank stated that it expects the Brazilian GDP to decrease 3.5% in the year ended December 31, 2016. See “ We are controlled by the Brazilian Government, the current policies and priorities of which directly affect our operations and may conflict with interests of our investors” for more information regarding the effects of macroeconomic developments on our results of operations.

SELIC rate

As of April 18, 2013, the Central Bank began a monetary tightening cycle, pursuant to which it successively increased the SELIC rate, which is the benchmark interest rate for securities issued by the Brazilian government, from 7.25%, effective as of October 11, 2012, to 14.25% effective as of July 30, 2015. From July, 2015, to September 2016, the SELIC rate was 14.25%

Inflation

The IGP-M inflation index increased to 10.5% for the year ended December 31, 2015 from 3.7% for the year ended December 31, 2014 and 5.5% for the year ended December 31, 2013. From January, 2016 to September, 2016 the IGP-M inflation index increased to 6.46%. The IPCA inflation index increased to 10.6% for the year ended December, 2015 from 6.4 for the year ended December 31, 2014 and 5.9% for the year ended December 31, 2013. From January, 2016 to August, 2016 the IPCA inflation index increased to 5.42%. In its March quarterly inflation report, the Central Bank highlighted that the increase in inflationwas principally due to: (i) the depreciation of the real against the U.S. dolar, (ii) tax increases and (iii) seasonal preassure on the cost of food and education.

Exchange rate

The Brazilian real depreciated against the U.S. dollar to R$ 3.90 as of December 31, 2015 compared to R$ 2.66 as of December 31, 2014 and R$ 2.34 as of December 31, 2013. As of September 30, 2016, real depreciated against the U.S. dollar to R$ 3.24. In December 30, 2014 the Central Bank announced the extension of its foreign exchange intervention program, which it commenced in August 22, 2013. Pursuant to this program the Central Bank announced that it will offer U.S.$0.5 billion of derivatives (swap agreements) until the end of March 2015. On March 24, 2015, the Central Bank announced that it would not extend the programFor further information on how the real to U.S. dollar exchange rates affect our results, see “—Exchange Rate Variations.

 

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The following table shows data relating to Brazilian GDP growth, inflation and the real/U.S. dollar exchange rate for the years indicated:

 

     Year Ended December 31,  
     2015     2014     2013  

GDP growth rate

     (3.85 )%      0.15     2.3

Inflation (IGP-M)

     10.54     3.67     5.51

Inflation (IPCA)

     10.67     6.41     5.91

Appreciation (depreciation) of the real vs. the U.S. dollar

     47.01     13.39     14.64

Period-end exchange rate – U.S.$1.00

   R$  3.9048      R$  2.6562      R$  2.3426   

Average exchange rate – U.S.$1.00

   R$ 3.3387      R$ 2.3547      R$ 2.1605   

 

Sources: Fundação Getúlio Vargas, Ipeadata Instituto Brasileiro de Geografia e Estatística and the Central Bank.

Electric Power Market

Electricity consumption in Brazil decreased 2.1% in 2015. This was a smaller rate of decrease than the GDP decrease for the same period, which was 3.85. This decrease was mainly caused by decreased demand in the industrial segment, which recoreded a reduction of 5.3%, and in the domestic segment, which recorded a reduction of 0.7%. Data published by Empresa de Pesquisa Energética – EPE shows that total power consumption in Brazil for 2015 was 464,683 GWh, which represents a decrease of 2.1% in relation to 2014.

The electric power consumption in Brazil by geographic region is presented below:

Energy Consumption in the Network (GWh):

 

Consumption Class

                               2015      2014      Variation  

Region

   Residential      Industrial      Commercial      Others      Total      Total      %  

North

     8,474         14,884         4,938         4,527         33,420         32,364         3.3   

Northeast

     26,073         24,622         14,091         15,213         79,998         80,746         (0.9

Southeast

     64,761         90,189         48,808         30,849         234,608         242,513         (3.3

South

     20,353         31,082         15,160         15,409         82,005         84,819         (3.3

Mid-West

     11,056         8,797         7,385         7,413         34,651         34,381         0.8   

 

Consumption Class

                               2014      2013      Variation  

Region

   Residential      Industrial      Commercial      Others      Total      Total      %  

North

     7,422         14,153         4,411         4,166         32,375         30,152         7.37   

Northeast

     23,856         28,736         12,633         14,601         80,546         79,827         0.90   

Southeast

     63,947         100,183         45,656         30,273         241,036         240,058         0.41   

South

     19,672         32,339         14,164         14,670         84,933         80,845         5.06   

Mid-West

     9,961         9,184         6,848         6,865         34,506         32,858         5.02   

 

Source: Permanent Committee of Analysis and Monitoring of Electric Power Market – Copam/EPE.

Itaipu

Itaipu, one of the world’s largest hydroelectric plants, is jointly owned by Brazil and Paraguay and was established and is operated pursuant to a treaty between those countries.

Pursuant to the Itaipu treaty, we are entitled to trade not only the 50.0% of electricity produced by Itaipu that, through us, Brazil owns, but also that part of Paraguay’s share of electricity not used by Paraguay. As a result we act as a commercial agent of approximately 95.0% of the electricity produced by Itaipu. Articles 7 and 8 of Law No. 5,899 of July 5, 1973 set out the framework which distribution companies use to calculate the total amount of energy purchased from Itaipu.

While Itaipu produces a large amount of electricity, the Itaipu treaty requires that sales of Itaipu electricity be made on a no-profit basis, with no net effect on our results of operations.

In order to effect the “no profit” requirement, profits from the sale of Itaipu electricity are credited in subsequent periods to residential and rural consumers of electricity through the Interconnected Power System through their electricity bills and losses are taken into account by ANEEL in calculating tariffs for electricity in subsequent periods.

 

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Pursuant to Law No. 11,480/2007, we were able to apply an “adjustment factor” to any financial contracts entered into between us and Itaipu and any credit assignments entered into between us and the Brazilian Federal Treasury prior to December 31, 2007. The aim of this “adjustment factor” was to offset the impact of the rate of inflation in the United States on the U.S. dollar payments. Accordingly, this “adjustment factor” measures the rate of inflation by reference to the consumer price index (CPI) and another index which tracks changes in industry prices. This law was repealed and Decree No. 6,265 of November 22, 2007 came into force which determines that a rate equivalent to the previous “adjustment factor” is to be passed on to distribution companies on an annual basis.

For discussion of accounting treatment of Itaipu, see note 3.10, subsection IV of our consolidated financial statements.

Exchange Rate Variations

Fluctuations in the value of the real against the U.S. dollar, particularly devaluations and/or depreciation of the real, have had and will continue to have an effect on the results of our operations. In particular, pursuant to the Itaipu treaty, all revenues from Itaipu are denominated in U.S. dollars. Because the financial statements of Itaipu Binacional are prepared in U.S. dollars and translated to reais at the exchange rate published by the Central Bank at the period end, any movement in the exchange rate between the real and the U.S. dollar can have a major impact on our results, in particular the “Foreign exchange and monetary gain” component of the line item “Financial income (expense), net.”

However, because pursuant to the Itaipu treaty the operation of Itaipu is not permitted to have any net effect on our operating results, any loss or gain incurred as a result of any appreciation or depreciation of the U.S. dollar against the real, among other things, will subsequently be compensated for by the tariffs we charge to our residential and rural consumers. In our income statement, the effects of Itaipu on the line items described above are netted out and recorded in the line item “Deferred loss from Itaipu.” Until that compensation takes place, the accumulated results of profits or losses from Itaipu operations, net of compensation through tariff adjustments, is carried on our balance sheet as a current asset under “Reimbursement rights.”

Regulated Distribution Tariffs

For 2015, 29.9% of our net operating revenues (before eliminations) were derived from the distribution of electricity. The distribution companies generally produce losses, which are likely to continue as the tariffs that may be charged by distribution companies are regulated and adjusted by ANEEL only in accordance with the process set out in “Item 4.B Business Overview – The Brazilian Power Industry – Distribution Tariffs.”

The Federal Government enacted Decree No. 8,461, that regulates the criteria for the renewal of distribution concessions pursuant to Law No. 12,783. The renewal of distribution concessions pursuant to Decree No. 8,461 requires that concession holders meet certain criteria for: (i) the quality of the distribution services provided, and (ii) the compliance with certain financial ratios.

During the Extraordinary General Meeting of Shareholders held on July 22, 2016, the shareholders approved not to renew the concessions of Companhia Energética do Piaui - CEPISA; Companhia Energética de Alagoas - CEAL; Companhia de Eletricidade do Acre - ELETROACRE; Centrais Elétricas de Rondônia S.A - CERON; Boa Vista Energia S.A.; and Amazonas Distribuidora de Energia and that by December 31, 2017 Eletrobras will transfer the control of these distributions. The shareholdersalso approved that this distributions companies can be responsible for the distribution of public energy until December 31, 2017 if all the necessary funds for these companies to keep their operations ongoing, perform maintenance and make new investments shall be allocated by customer charges or government funding. The shareholders also approved to return, at any time, the distribution companies to Government control if control has not been transferred by December 31, 2017, or if the Federal Government, at any time, ceases to allocate resources to fund these companies or the tariff does not represent proper compensation. If Eletrobras returns such concessions, they will be subject to new bids in the future.

On August 3, 2016, the MME issued decrees Nos. 420, 421, 422, 424 and 425 naming, respectively, the Distributors Amazonas Energia, Eletroacre, Ceron, Cepisa, Ceal and Boa Vista as temporarily responsible for distributing public energy so as to assure the continuity of the service, in accordance with article 9, paragraph 1, of Law No. 12,783 of January 11, 2013.

 

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According to such decrees, the Distributors shall provide the indicated services, in a provisional manner, against payment of the proper compensation, until the effective transfer of control of the Distributors, or until December 31, 2017, whichever occurs first, in accordance with the terms provided in Decree MME 338 of July 26, 2016 and article 9 of Law No. 12,783/2013.

Fixed Transmission Revenues

Similarly to the energy generation, a large part of the electric transmission concessions were renewed under Law 12,783 and began to be remunerated through Operation and Maintenance tariff.

Transmission Lines, whose concessions were not renewed yet in accordance with Law 12,783, have a fixed annual remuneration, called Annual Allowed Revenue - RAP. This remuneration is allocated through an auction promoted by the Regulator Agency, in which the winner will be the one who offers the lowest RAP.

Due to the characteristics of the Brazilian generation park, predominantly hydro and the territorial dimension of Brazil, the transmission cost is shared by all users. The transmission use of system charges are collected through the Transmission use of System Tariff (TUST).

Critical Accounting Policies

In preparing our consolidated financial statements included in this annual report, we made estimates and assumptions that we consider reasonable based on our historical experience and other factors. The presentation of our financial condition and results of operations requires that our management make estimates about inherently uncertain matters, such as the book value of our assets, our liabilities and, consequently, our results of operations. Our financial presentation would be materially affected if we were to use different estimates or if we were to change our estimates in response to future events. To provide an understanding of how our management forms its judgments about future events, including the factors and assumptions underlying those estimates, we have identified the following critical accounting policies. We have set out below a summary of our critical accounting policies. For further information please refer to Note 3 to our Consolidated Financial Statements.

Deferred tax assets and liabilities

The estimates of taxable income, the basis for the analysis of realization of net deferred tax assets are based on annual budgets and strategic plan, both reviewed periodically. However, future taxable income may be higher or lower than estimates made by management when the need to register or not the deferred tax asset amount was defined.

Provision for impairment of long-lived assets

We adopt variables and assumptions in determining the recovery of long-lived assets in order to determine the recoverable value of assets and recognition of impairment when necessary. Our management established judgments based on historical experience related to the asset, the group of assets or of the cash-generating unit that are applied. These judgments may not materialize in the future. Also, the useful life adopted by us is in accordance with the practices determined by ANEEL as applicable on assets linked to the concession of power, which may vary due to the periodic review of the economic useful life of assets, in force. Additionally, the useful life is limited to the concession term only for the operations based on IFRIC 12.

Also the variables and assumptions used by us and our subsidiaries in determining discounted cash flows for recognition of impairment of long-lived assets may vary due to inherently uncertain events. These events include: maintenance of levels of energy consumption; growth rate of economic activity in the country; availability of water resources; and determination of the value of reversion at the end of the concession period. Law 12,783/2013, enacted on January 11, 2013, defined the new replacement value (VNR) as the identification basis for public service concessions. We have determined that the identification basis will be based on the VNR, for generation and transmission assets, and by the base value of Regulatory Asset Base (Base Remuneração Regulatória) for distribution assets, based on its VNR value. These are the bases used to determine the indemnity at the end of concession period for generation, transmission and distribution of electricity. For further information, please see Note 3.XI and changes in provisions made during the year in Note 20 to the consolidated Financial Statements. Another significant variable is the discount rate used to discount cash flows.

 

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Basis of determination of indemnification by the Federal Government on concessions

Law 12,783/2013, enacted on January 11, 2013, defined the new replacement value (VNR) as the identification basis for public service concessions. We adopt, for the concessions not yet renewed, the assumption that the assets are reversible at the end of the concession contracts, with the right to receive indemnity from Federal Government on investments not yet amortized at the lower net book value and the new estimated replacement value. Following this assumption, for the concessions already renewed we have maintained the receivables with the Federal Government relating to the Rede Básica do Sistema Existente – RBSE, the investments made after the basic design of power plants and transmission lines (modernization and improvements), and the thermal generation assets. Such values are subject to approval by ANEEL. For further information regarding the effects of Law No. 12,7383, please see Note 2.1 to the Financial Statements.

We have defined the new replacement value (NRV) as a way of measuring the amount to be indemnified by the Federal Government for the share of generation and transmission assets not fully depreciated by the end of the concession. For transmission assets this was defined by the Regulatory Asset Base – RAB.

Useful life of fixed assets

We adopt the criteria defined in ANEEL Resolution 367 of June 2, 2009, in determining the estimated useful life of fixed assets, limited to the concession term for the operations that are based on IFRIC 12, pursuant to the understanding that they fairly represent such lifespan.

Provision for asset decommission

We recognize provisions for decommissioning liabilities for the assets related to our thermonuclear power plants. In order to calculate the amount of the provision, assumptions and estimates are made regarding the discount rates, the expected decommissioning cost and removal of the entire power plant from the location and the expected period of the referred costs. The cost estimate is based on legal and environmental requirements for decommission and removal of the entire plant, as well as the prices of goods and services to be used at the end of the useful life.

Actuarial liabilities

Actuarial liabilities are determined by actuarial calculations prepared by independent actuaries based on the life expectancy of the participant, average retirement age and inflation. However, the actual experiences could be different from these actuarial assumptions.

Provision for labor, tax and civil matters

Provisions for labor, tax and civil matters are based, on the evaluation of management and internal and external legal counsel. The provision amounts recognized based on the estimated amounts to settle the obligations. Contingent obligations do not result in recognition of provisions and the estimated possible losses are disclosed in consolidated financial statements. This assessment is supported by the judgment of management, along with its legal counsel, considering case law, decisions in the courts, the history of any agreements and decisions, the experience of management and legal counsel, as well as other relevant aspects.

Allowance for doubtful accounts

We recognize an allowance for doubtful accounts for accounts receivable that management believes is unlikely to be collected in full.

Valuation of financial instruments

We use valuation techniques that include information that are not based on observable market data to estimate the fair value of certain types of financial instruments. Note 43 of our consolidated financial statements

 

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presents information on key assumptions used in determining the fair value of financial instruments, as well as the sensitivity analysis of these assumptions. We believe that the selected valuation techniques and assumptions used are appropriate for determining the fair value of financial instruments.

Onerous contracts

We use the assumptions related to economic costs and benefits of each contract to determine the existence or not of an onerous contract. In the case of long term commitments as sale and purchase of energy, the estimate in determining the amount of provision for the future sale of the contract is the historical average PLD approved by our management as a basis for the calculation of the provision for onerous contracts exclusively for accounting, as well as the discount rate applied to the cash flows. The actual values of the PLD over the years may be higher or lower to the assumptions we used. In addition, we may have onerous contracts on concessions where the current expected cost for operation and maintenance is not fully covered by the revenues.

As an example, Eletrobras was party to a number of contracts for the sale of electricity in connection with concessions that were scheduled to expire in the years 2015 through 2017. With the implementation of Law No. 12,783, many of these contracts have become “onerous” to Eletrobras, as they were based on old tariff levels. At the prior tariff levels, these contracts were expected to be profitable, but based on the new reduced tariff levels, the contracts will result in further losses for Eletrobras.

In 2014, we recognized reversals of provisions for onerous contract losses. Please refer to note 34 of our consolidated financial statements for a further discussion regarding the reversal of these provisions.

Description of Principal Line Items

Operating Revenues

Electrical Energy Sales

We derive our revenues from the generation, transmission and distribution of electricity, as set out below:

 

    revenues in our generation segment derive from the commercialization and sale to distribution companies and free consumers of electricity that we have generated. Revenues from our electricity generation segment are recognized based on the output delivered at rates specified under contract terms or prevailing regulatory rates. For generation concessions renewed pursuant to Law 12,783/2013, there was a change of regime in the revenue framework, whereas the exploration method and the operating and maintenance methods are required by the law to be separately disclosed beginning in 2013;

 

    revenues from our transmission segment derive from the construction, operation and maintenance of transmission networks for other electricity concessionaires and certain revenues arising from applying inflation and other indexes to the value of our investments. Revenues received from other concessionaires using our basic transmission network are recognized in the month that the services are provided to the other concessionaires. These revenues are fixed each year by the Brazilian Government. These revenues also include as financial revenue the value calculated over receivables registered as financial assets (formerly recorded as “Property, Plant and Equipment”), based on fees calculated from the receipt of annual permitted revenues (Receita Anual Permitida), or RAP (which is based on gross RAP minus the amount allocated for operations and maintenance revenue) until the concession agreements for energy transmission services terminate. For transmission concessions renewed pursuant to Law 12,783/2013, there was a change of regime in the revenue framework, whereas the exploration method and the operating and maintenance methods are required by the law to be separately disclosed beginning in 2013; and

 

   

revenues in our distribution segment derive from the sale to end consumers of electricity that we purchase from generation companies and also some electricity that we generate in thermal plants in certain isolated areas in the north region of Brazil for distribution, as well as certain revenues from the construction, operation and maintenance of distribution networks. Electricity distribution

 

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sales to final customers are recognized when power is provided. Invoices for these sales are rendered on a monthly basis. Unbilled revenues from the billing cycle up to the end of each month are estimated based on the prior month’s billing and are accrued at the end of the month. Differences between estimated and actual unbilled revenues, if any, are recognized in the following month.

 

    On November 25, 2014, ANEEL decided to add the concession and permit agreements of the Brazilian electricity distribution companies, incorporating the balances of the receivables from Parcel A and other financial items in calculation of indemnity, when the concession expires. The aforementioned event requires that the balance be recognized for any differences from Parcel A and other financial components not yet recovered or liquidated. The total revenue from Parcel A and other financial items on December, 31, 2015 is R$ 324 million. See Note 38 of the Consolidated Financial Statements for further information.

Other Operating Revenues

Other operating revenues derive from telecommunication companies using certain parts of our infrastructure to install telecommunication lines, and other revenues which are not related to the electricity services.

Taxes on Revenues

Taxes on revenues consist of Imposto sobre a Circulação de Mercadorias e Serviços – ICMS (or VAT), a sales tax charged on gross revenues. We are subject to different VAT rates in the different states in which we operate, with the VAT rates ranging from 7.0% to 27.0%. Pursuant to applicable regulations, we are not liable for any taxes on revenues in our transmission segment.

Additionally, we are subject to two federal taxes imposed on the gross revenues of corporate entities: the Program of Social Integration (Programa de Integração Social) – PIS/PASEP and Contribution for the Financing of Social Security (Contribuição para o Financiamento da Seguridade Social) – COFINS.

Regulatory Charges on Revenues

These deductions from gross revenues comprise payments made to the CCC Account, the RGR Fund, the CDE Account, PROINFA and similar charges levied on electricity sector participants. Regulatory charges are calculated in accordance with formulas established by ANEEL, which differ according to the type of sector charges, and thus there is no direct correlation between revenues and sector charges.

Operating Costs and Expenses

Personnel, Supplies and Services

Our operating costs and expenses related to personnel, supplies and services primarily consist of daily administrative expenses for employees, equipment and infrastructure, as well as expenses related to outsourcing security, maintenance and external consultants and advisors. Due to the diverse nature of these expenses, we apply certain subjective criteria to allocate such expenses to our operational activities. These expenses do not include raw material costs used to generate power.

Electricity Purchased for Resale

Our distribution and generation segments both purchase electricity for resale. Electricity purchased in the distribution segment is purchased from generators. Electricity purchased in the generation segment represents the Paraguayan portion of the energy from Itaipu that is sold to distribution companies defined under the Itaipu treaty as well as to other generators or traders with a view to complying with the powe load demand.

Fuel for Electricity Production

The cost of fuel is a significant component of our operating expenses. Most of these costs, under the Isolated System, are subsequently reimbursed from the CCC Account, pursuant to Law No. 12,111.

 

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Use of the Grid

These costs represent charges for transmission of energy over the power lines of third parties.

Interest Payments and Penalties

These costs represent interest payments in respect of our financing with third parties as well as potential penalties for late payments.

Depreciation and Amortization

This represents depreciation and amortization for our property, plant, equipment and intangible assets. We record property, plant and equipment as construction or acquisition costs, as applicable, less accumulated depreciation calculated based on the straight-line method, at rates that take into consideration the estimated useful lives of the assets. Repair and maintenance costs that extend the useful lives of the related assets are capitalized, while other routine costs are charged to our result of operations. Interest relating to debt obtained from third parties incurred during the construction period is capitalized. Amortization of intangible and financial assets, included in the scope of IFRIC 12, is based on the concession period.

Operating Provisions

This reflects provisions we make in respect of: (i) legal proceedings to which we are party; (ii) allowances for doubtful accounts and impairments; (iii) onerous contracts and (iv) other provisions.

Donations and Contributions

This reflects expenses relating to investments in new information technology and research and development, as well as investments in cultural programs and sponsorships.

Other Operating Costs

Our other operating costs comprise a number of miscellaneous costs that we incur as part of our day-to-day operations. The most significant components are: (i) costs of leasing goods such as generation units for the Isolated System; (ii) costs of operations and maintenance of our facilities that provide for electricity services; (iii) telecommunication costs comprising primarily costs incurred for telephone and internet services; (iv) insurance costs, including insurance for our facilities and property; and (v) costs of disposal of assets, primarily transformers.

Results of Equity Investments

Results arising from the equity adjustment for our interests in other companies.

Financial Income (Expenses), Net

Financial Income

This reflects interest income and commissions we receive from loans we made in accordance with the provisions of Brazilian law that permitted us to act as a lender to certain public utility companies (see “Item 4.B, Business Overview – Lending and Financing Activities” for a description of our outstanding loans to other Brazilian utility companies).

Financial Expenses

This principally reflects payments of dividends to our shareholders, as well as debt and leasing expenses. This also reflects the U.S. dollar/real exchange rate variation relating to Itaipu.

Foreign Exchange and Monetary Gain (Loss)

Foreign exchange gain (losses) mainly relate to our financial loan to Itaipu, as the underlying currency of this loan is the U.S. dollar, and this represents our largest exposure to foreign currency risk. A devaluation or

 

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depreciation of the real against the U.S. dollar increases our revenues, as it increases the value of our assets from Itaipu, although the effect of this contribution is netted out, as discussed above. An appreciation of the real decreases our revenues because it decreases the value of our assets from Itaipu, although the effect of this contribution is similarly netted out as a depreciation of the cost of construction of Itaipu.

A. Operating Results

Changes to the Presentation of our Operating Results

We revised our consolidated financial statements as of and for the years ended December 31, 2013 and 2012. Subsequent to the issuance of our 2013 consolidated financial statements, which were originally approved for issuance by the Board of Directors on March 27, 2014, our management determined that the measurement of our finance leasing had to be corrected for an error. As a result, the financial statements have been revised from the amounts previously reported to reflect the assets and liabilities at the adjusted present value of the minimum lease payments. The effects of this review had no material impact on our net loss for the periods. See note 3.29 to our consolidated financial statements for a description of the adjustment and its impact on our consolidated financial statements. Our financial information as of and for the years ended December 31, 2015, 2014, 2013 and 2012 reflects the effects of the adjustment and these consolidated financial statements are fully comparable. Management decided not to restate our consolidated financial statements as of and for the year ended December 31, 2011 because a restatement would not improve comparability due the adoption of IFRS 11. In 2013, we applied IFRS 11 beginning on January 1, 2012, based on the issued amendments to IFRS 10, IFRS 11 and IFRS 12 revising the transition guidance to provide relief from full retrospective application. As a result of these amendments, we retroactively adjusted our consolidated financial statements for the annual period immediately preceding the date of initial application (January 1, 2013). As we were not required to, and did not, fully revise our consolidated financial statements as of and for the year ended December 31, 2011, these consolidated financial statements are not directly comparable to our consolidated financial statements as of and for the years ended December 31, 2015, 2014, 2013 and 2012.

Presentation of Segmentation Information

Segment reporting is intended to provide a better view of how the Company manages and evaluates its businesses. The accounting policies for each segment are the same as those described in the summary of significant accounting policies. The Company continues to segment its core operations in the Brazilian generation, transmission, and distribution markets. Inter-segment balances have not been eliminated.

The segment information presented herein related to the year ended December 31, 2015 contemplates the adjusting subsequent events identified by the Company related to contingencies and investigation findings. Please see the explanatory notes 4 (item X.I), 31and 42, respectively, for further information.

Please see Note 45 in the Consolidated Financial Statements for information of revenue from external customers and intersegment revenues.

The following table shows our revenues and operating expenses as a percentage of net operating revenues with eliminations:

 

     Year Ended December 31,     Year Ended December 31,  
     2015     2014     2013     2015     2014     2013  

Revenues

               Revised   

Eletricity sales:

            

Distribuition

     48.6     27.2     22.9     15,846,942        8,188,785        5,462,274   

Generation

     60.0     69.3     72.2     19,538,758        20,890,550        17,198,906   

Transmission

     18.5     16.9     19.0     6,031,625        5,100,632        4,517,018   

Other operating revenues

     4.5     4.4     4.2     1,471,741        1,332,197        1,008,200   

Taxes on revenues 

     -24.5     -14.5     -14.6     (7,986,568     (4,369,343     (3,470,337

Regulatory charges on revenues

     -7.1     -3.3     -3.7     (2,313,660     (1,005,014     (880,418
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net operating revenues

     100.0     100.0     100.0     32,588,838        30,137,807        23,835,643   

 

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Expenses

            

Operating expenses

     -130.48     -112.8     -122.6     (42,628,284     (33,981,264     (29,215,078

Financial expenses, net

     -5.2     2.3     1.6     (1,699,025     694,625        376,684   

Gains on results of affiliated companies

     1.6     -4.3     0.7     531,446        (1,308,304     177,768   

Income before income tax and social contribution

     -34.0     -14.8     -20.2     (11,207,024     —          (4,824,983

Income tax

     -2.2     -5.6     -5.7     (710,112     (4,457,135     (1,366,678

Minority interests

     0.0     0.0     0.0     —          (1,700,518     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     -36.26     -25.8     -26.0     (11,917,136     (6,157,653     (6,191,661
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table shows our revenues and operating expenses as a percentage of net operating revenues without eliminations:

 

     Year Ended December 31,     Year Ended December 31,  
     2015     2014     2013     2015     2014     2013  

Revenues

               Revised   

Eletricity sales:

            

Distribuition

     45.8     26.0     21.5     15,846,942        8,188,785        5,462,274   

Generation

     61.8     70.7     73.9     21,374,540        22,289,159        18,813,835   

Transmission

     17.4     16.2     17.7     6,031,625        5,100,632        4,517,018   

Other operating revenues

     4.8     4.3     4.0     1,653,801        1,340,865        1,019,879   

Taxes on revenues

     -23.1     -13.9     -13.6     (7,986,568     (4,369,343     (3,470,337

Regulatory charges on revenues

     -6.7     -3.2     -3.5     (2,313,660     (1,005,014     (880,418
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net operating revenues

     100.0     100.0     100.0     34,606,680        31,545,084        25,462,251   

Expenses

            

Operating expenses

     -144.48     -114.5     -132.1     (50,112,665     (36,124,530     (33,631,080

Financial expenses, net

     -4.7     2.2     1.3     (1,625,063     706,909        324,350   

Loss on results of affiliated companies

     -17.6     -5.0     -2.0     (6,091,974     (1,575,940     (519,762

Income before income tax and social contribution

     -66.7     -17.3     -32.8     (23,090,578     (5,448,479     (8,364,241

Income tax

     -2.1     -5.4     -5.4     (710,112     (1,700,518     (1,366,678

Minority interests

     0.0     0.0     0.0     —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     -69.2     -22.7     -38.2     (23,933,134     (7,148,997     (9,730,919
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Year ended December 31, 2015 compared to year ended December 31, 2014

Consolidated Results

This section is an overview of our consolidated results of operations, net of inter-segment eliminations, which are discussed in greater detail with respect to each segment below.

Net Operating Revenues

Net operating revenues for 2015 increased by R$ 2,451 million, or 8.13%, to R$ 32,589 million in 2015 from R$ 30,138 million in 2014. This increase was due to:

 

  an increase of R$ 3,688 million, or 55.34%, in our distribution operating revenues to R$ 10,352 million in 2015 from R$ 6,664 million in 2014, principally due to the consolidation of CELG-D’s results with our results for 2015, whereas for 2014 CELG-D’s results were only consolidated with our results for the final three-month period of 2014; and

 

  an increase of R$ 686 million, or 13.80%, in our transmission operating revenues to R$ 5,665 million in 2015 from R$ 4,979 million in 2014, due to (i) a 22.5% increase in operating and maintenance revenue and (ii) a 17.3% increase in tariffs and annual permitted revenues. These increases are a result of the annual tariff revision, which was positively influenced by (a) an increase in inflation as measured by the IPCA of 10.67% for 2015, and (b) the deployment 503 km of new transmission lines.

This increase was partially off-set by:

 

  a decrease of R$ 1,580 million, or 8.0%, in our generation operating revenues to R$ 18,242 million in 2015 from R$ 19,821 million in 2014, due to decreases in revenues from: (i) energy sold on the Free Market; (ii) Eletronuclear, due to the scheduled interruption of operations of the Angra II plant in October 2015; and (iii) CGTEE, due to interruptions at the Candiota III plant, which resulted in the production of less energy and penalties for generation at less than the required levels. This decrease was partially off-set by an increase in the volume of energy sold to 234 TWh in 2015 from 229 TWh in 2014 and an increase in revenue from supply operations increased to R$ 3,572 million in 2015 from R$ 3,317 million in 2014.

Operating Costs and Expenses

Operating costs and expenses for 2015 increased by R$ 8,647 million, or 25.45%, to R$ 42,628 million in 2015 from R$ 33,981 million in 2014.

The increase was largely due to:

 

  operating provisions, which increased by R$ 6,924 million, or 148.47%, to R$ 11,587 million in 2015 from R$ 4,663 million in 2014, due to: (i) the recognition of impairments of R$ 5,980 million, R$ 4,962 million of which relate to the Angra III plant based on (a) the date that we expect the plant to become operational and (b) changes in the discount rate used to make the impairment tests, due to Brazilian macroeconomic conditions (For further information in respect of delays of the Angra III plant, please see note 20 to the 2015 financial statements, and; (ii) R$ the consolidation of CELG-D’s results with our results for 2015, whereas for 2014 CELG-D’s results were only consolidated with our results for the final three-month period of 2014;

 

  payroll and related charges, which increased by R$ 1,010 million, or 11.90%, to R$ 9,495 million in 2015 from R$ 8,485 million in 2014, due to (a) an increase in salaries following the 2015 collective bargaining agreement; and (b) the addition of further employees as a result of our acquisition of CELG-D in September 2014;

 

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  electricity purchased for reselling, which increased by R$ 341 million, or 3.28%, to R$ 10,766 million in 2015 from R$ 10,425 million in 2014, due to an increase in electricity purchased for reselling, which increased to R$ 10,755 in 2015 from R$ 10,425 million in 2014, due to the consolidation of CELG-D’s results with our results for 2015, whereas for 2014 CELG-D’s results were only consolidated with our results for the final three-month period of 2014. Excluding CELG-D’s expenses for the purchase of energy for resale, the amount of energy purchased for resale increased to R$ 8,378 in 2015 from R$ 7,820 in 2014, principally due to: (i) a decrease in provisions for doubtful accounts and (ii) improved hydrological conditions in 2015.

The increase in these costs and expenses was partially offset by a decrease in:

 

  fuel for electricity production, which decreased by R$ 230 million, to R$ 1,250 million in 2015 from R$ 1,480 million in 2014, due to a decrease of generation of our thermal powered plants as a result of improved hydrological conditions in 2015; and

 

  the investigation findings in the amount of R$ 16.0 million in 2015 when compared to R$ 195.1 million in 2014.

Financial Income (Expenses), Net

Financial income (expenses), net resulted in expenses of R$ 1,699 million in 2015 compared to income of R$ 695 million in 2014. The increase in expenses was mainly due to:

 

  debt charges, which increased by R$ 2,891 million, or 83.8%, to R$ 6,340 million in 2015 from R$ 3,365 million in 2014, due to (i) increase in the SELIC rate from 11.75% as of December 31, 2014 to 14.15% as of December 31, 2015; and (ii) the depreciation of approximately 45% of the Brazilian real against the U.S. dollar in 2015; and,

 

  remuneration for indemnification - Law No. 12,783, which decreased by R$ 904 million, or 88.7%, to an expense of R$ 115 million in 2015 from R$ 1,019 million in 2014, due reimbursements made to the CDE Account for indemnification amounts received in excess in 2015.

This increase in expenses was partially offset by an increase in financial income from monetary restatement, net which increased by R$ 2,057 million, or 594.18%, to R$ 2,403 million in 2015 from R$ 346 million in 2014, due to an increase in the IPCA and IGP-M inflation indices that apply to loans granted by us.

Equity Investments

Equity investments increased by R$ 1,840 million, or 140.62%, to income of R$ 531 million in 2015 from an expense of R$ 1,308 million in 2014, due to the negative results of Madeira Energia, an SPE in which we hold an equity interest and account for using the equity pick-up method, which recorded income of R$ 7 million in 2015 compared to expense of R$ 861 million in 2014, and CEEE-GT, which recorded income of R$ 14 million in 2015 compared to an expense of R$ 91 million in 2014 and CEEE-D, which recorded an expense of R$ 10 million in 2015 comapred to an expense of R$ 145 million in 2014.

Income Taxes

Income taxes and social contribution decreased by R$ 990 million to an expense of R$ 710 million in 2015 from an expense of R$ 1,701 million in 2014. The decrease was primarily due to the fact that: (i) we recorded a greater gross loss in 2015 and (ii) we wrote-off certain of Chesf’s and Furnas’ tax credits in 2014.

Net Loss

As a result of the factors discussed above, our net loss increased by R$ 5,759 million, or 93.53%, to a net loss of R$ 11,917 million in 2015 from a net loss of R$ 6,158 million in 2014.

 

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Results of Generation Segment

Net Operating Revenues

Net operating revenues for the generation segment decreased by R$ 1,580 million, or 8.0%, to R$ 18,242 million in 2015 from R$ 19,822 million in 2014 due to the factors set forth below.

Electricity Sales

Electricity sales decreased by R$ 1,153 million, or 6.81%, to R$ 15,772 million in 2015 from R$ 16,925 million in 2014. This decrease was due to decreases in revenues from: (i) energy sold on the Free Market; (ii) Eletronuclear, due to the scheduled interruption of operations of the Angra II plant in October 2015; and, (iii) CGTEE, due to interruptions at the Candiota III plant, which resulted in the production of less energy and penalties for generation at less than the required levels.

Regulatory Charges on Revenues

Regulatory charges on revenues decreased R$ 100 million, or 13.26%, to R$ 654 million in 2015 from R$ 754 million in 2014 due to decreased operational revenues. For a description of the calculation of regulatory charges on revenues please see “—Description of Principal Line Items—Operating Revenues— Regulatory Charges on Revenues.”

Operating Costs and Expenses

Operating costs and expenses for the generation segment increased R$ 7,954 million, or 50.24%, to R$ 23,803 million in 2015 from R$ 15,849 million in 2014.

The primary drivers of the increase in operating costs and expenses were:

 

  operating provisions, which increased by R$ 9,382 million, or 597.2%, to an expense of R$ 7,811 million in 2015 from income of R$ 1,571 million in 2014, due to the fact that (i) impairments increased to R$ 5,470 million in 2015 from R$ 252 million in 2014, R$ 4,962 million of which relate to the Angra III plant based on (a) the date that we expect the plant to become operational and (b) changes in the discount rate used to make the impairment tests, due to Brazilian macroeconomic conditions. For further information in respect of delays of the Angra III plant please see explanatory note No. 20 to the 2015 financial statements ; and (ii) onerous contracts changed to an expense of R$ 102 million in 2015 from income of R$ 1,577 million in 2014 due to reversions by Chesf in respect of the Itaparica and Camaçari plants and by Energia Sustentável do Brasil S.A. in respect of Jirau;

 

  the investigation findings in the amount of R$ 16.0 million in 2015 when compared to R$ 195.1 million in 2014; and

 

  other expenses, which increased by R$ 277 million, or 41.84% to R$ 939 million in 2015 from R$ 662 million in 2014, due to (i) an increase of R$ 87 million in amounts from leases and rents which increased in 2015 in line with inflation as reported by IPCA and (ii) doubtful accounts written-off in the amount of R$ 59 million.

This increase in these costs and expenses was partially offset by:

 

  electricity purchased for resale, which decreased by R$ 1,129 million, or 14.90% to R$ 6,448 million in 2015 from R$ 7,577 million in 2014, due to a decrease in the amount of energy sold on the Free Market; and

 

  fuel for electricity production, which decreased by R$ 270 million, or 18.22% to R$ 1,210 million in 2015, from R$ 1,480 million in 2014, due to decreased generation activity at our thermal plants due to improved hydrological conditions in 2015.

 

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Income Taxes

Income taxes and social contribution decreased by R$ 3,872 million to an expense of R$ 127 million in 2015, from an expense of R$ 3,999 million in 2014. The decrease was primarily due to the fact that (i) we recorded a greater loss in 2015 and (ii) we wrote-off certain of Chesf’s and Furnas’ tax credits in 2014.

Results of Transmission Segment

Net Operating Revenues

Net operating revenues for the transmission segment increased R$ 687 million, or 13.80%, to R$ 5,665 million in 2015 from R$ 4,978 million in 2014, due to the factors set out below.

Operation and Maintenance

Operation and maintenance of revenue increased R$ 516 million, or 19.85%, to R$ 3,116 million in 2015 from R$ 2,600 million in 2014 primarily as a result of: (i) new revenues from investments to improve our transmission system, (ii) the deployment of new investments and (iii) the annual review of annual permitted revenues. For further information regarding the annual review of annual permitted revenues.

Regulatory Charges on Revenues

Regulatory charges on revenues increased R$ 4 million, or 2.84%, to an expense of R$ 161 million in 2015 from an expense of R$ 157 million in 2014 primarily as a result of the increase in our revenues in 2015. For a description of the calculation of taxes on revenues please see “—Description of Principal Line Items—Operating Revenues—Regulatory Charges on Revenues”.

Updates from the internal rate of return

Updates from the internal rate of return increased R$ 124 million, or 17.37%, to R$ 838 million in 2015 from R$ 714 million in 2014 due to a 17.3% increase in the annual permitted revenues, which increased in line with the IPCA inflation index.

Operating Costs and Expenses

Operating costs and expenses for the transmission segment increased R$ 2,559 million, or 54.41%, to R$ 7,262 million in 2015 from R$ 4,703 million in 2014.

The primary drivers of the increase in operating costs and expenses were:

 

  operating provisions, which increased by R$ 1,704 million, or 7718.05%, to an expense of R$ 1,683 million in 2015 from income of R$ 22 million in 2014, due to: (i) the enactment of new regulations by ANEEL in 2014 (Resolution ANEEL 642 e 643/2014), which allowed our transmission subsidiaries to constitute new financial assets and (ii) onerous contracts entered into by Chesf and Furnas.;

 

  payroll and related charges, which increased by R$ 286 million, or 10.36%, to R$ 3,046 million in 2015 from R$ 2,760 million in 2014, due to an increase in salaries in line with inflation;

 

  construction – transmission, which increased by R$ 292 million, or 16.35%, to R$ 2,078 million in 2015 from R$ 1,786 million in 2014, due to increased investments in the transmission segment, which resulted in the deployment 503 km of new transmission lines;

 

  other expenses, which increased by R$ 274 million, or 258.2% to an expense of R$ 382 million in 2015 from an expense of R$ 108 million in 2014, due to the elimination of accounting effects as a result of operations between two of our subsidiaries.

 

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Income Taxes

Income taxes and social contribution decreased by R$ 2,241 million to a credit of R$ 277 million in 2015, from a credit of R$ 2,518 million in 2014. The decrease was primarily due to the fact that we wrote-off tax credits in 2014.

Results of Distribution Segment

Net Operating Revenues

Net operating revenues for the distribution segment increased R$ 3,688 million, or 55.34%, to R$ 10,352 million in 2015 from R$ 6,664 million in 2014 due to the factors set forth below. This increase was primarily due to an increase in revenues from sale of energy which increased R$ 7,520 million, or 102.9%, to R$ 14,835 million in 2015 compared to R$ 7,315 in 2014.

Taxes on Revenues

Taxes on revenues increased R$ 2,440 million, or 108.06%, to R$ 4,698 million in 2015 from R$ 2,258 million in 2014 primarily as a result of increased revenue due to the consolidation of CELG-D’s results with our results for 2015, whereas for 2014 CELG-D’s results were only consolidated with our results for the final three-month period of 2014. For a description of the calculation of taxes on revenues please see “—Description of Principal Line Items—Operating Revenues—Taxes on Revenues.

Regulatory Charges on Revenues

Regulatory charges on revenues increased R$ 1,405 million, or 1,506.9%, to R$ 1,498 million in 2015 from R$ 93 million in 2014 primarily as a result of an increase in income from our distribution subsidiaries, which was substantially impacted by the results of CELG-D, which were consolidated with our results for 2015, whereas for 2014 CELG-D’s results were only consolidated with our results for the final three-month period of 2014. For a description of the calculation of regulatory charges on revenues please see “—Description of Principal Line Items—Operating Revenues—Regulatory Charges on Revenues.”.

Operating Costs and Expenses

Operating costs and expenses for the distribution segment increased R$ 3,813 million, or 59.05%, to R$ 10,270 million in 2015 from R$ 6,457 million in 2014.

The primary drivers of the increase in operating costs and expenses were:

 

  payroll and related charges increased by R$ 626 million, or 43.04%, to R$ 2,082 million in 2015 from R$ 1,456 million in 2014, due to increased headcount due to the acquisition of CELG-D and annual employee salary increases consistent with inflation as reported by the IPCA;

 

  electricity purchased for reselling increased by R$ 1,926 million, or 52.06%, to R$ 5,626 million in 2015 from R$ 3,699 million in 2014, due to the acquisition of CELG-D and the increased costs to purchase fuel Amazonas Energia Distribuição, which purchases petroleum for its generation and distribution;

 

  operating provisions increased by R$ 886 million, or 149.58%, from income of R$ 593 million in 2014 to an expense of R$ 294 million in 2015, due to impairment in the amount of R$ 94 million and an increase in provisions for doubtful accounts of R$ 643 million, which was mainly due to changes in the criteria used to classify doubtful accounts by our distribution subsidiaries, principally CELG-.

 

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Income Taxes

Income taxes and social contribution decreased by R$ 11 million to a credit of R$ 11 million in 2015 from a credit of R$ 22 million in 2014. The decrease was primarily due to the fact that we recorded a greater loss in 2015.

Results of Administration Segment

Net Operating Revenues

Net operating revenues for the administration segment increased R$ 266 million, or 326.54%, to R$ 348 million in 2015 from R$ 82 million in 2014 primarily due to the acquisition of transmission concession 10/2009 from our subsidiary Eletrosul.

Operating Costs and Expenses

Operating costs and expenses for the administration segment decreased R$ 338 million, or 3.7%, to R$ 8,778 million in 2015 from R$ 9,116 million in 2014.

The primary drivers of the increase in operating costs and expenses were:

 

  operating provisions decreased by R$ 489 million, or 6.4%, from R$ 7,681 million in 2014 to R$ 7,192 million in 2015, due to: (i) amount of R$ 4.1 billion in compulsory loans which were recognized only in 2014 due to a register of subsequent events described in Note 47 and Note 30 of the consolidated financial statements, (ii) uncovered liabilities which increased at: (a) Amazonas Energia by R$ 1,929 million, to R$ 2,344 million in 2015 from R$ 415 million in 2014; (b) CEPISA by R$ 601 million, to R$ 563 million in 2015 from R$ 38 million in 2014; and (c) CERON by R$ 645 million to R$ 457 million in 2015 from R$ 189 million in 2014.

Equity Investments

Equity investments for the administration segment increased R$ 4,516 million, or 286.6%, to an expense of R$ 6,092 million in 2015 from an expense of R$ 1,576 million in 2014 mainly due to expenses which increased at: (a) Eletronuclear by R$ 3,792 million to R$ 4,791 million in 2015 from R$ 999 million in 2014; and (b) Eletrosul by R$ 876 million to an expense of R$ 912 million in 2015 from income of R$ 36 million in 2014.

Financial Results

Financial results for the administration segment increased R$ 1,496 million, or 60.71%, to R$ 3,959 million in 2015 from R$ 2,463 million in 2014 substantially due to:

 

  exchange variation, net which increased R$ 619 million, or 91.6%, to an income of R$ 1,295 million in 2015 from an income of R$ 676 million in 2014, due to a 45% depreciation of the real against the U.S. dollar in 2015 ; and

 

  revenue from financial investments, which increased by R$ 169 million, or 38.5%, to an income of R$ 608 million in 2015 from an income of R$ 439 million in 2014, due to increase in the SELIC rate from 11.75% as of December 31, 2014 to 14.15% as of December 31, 2015;

 

  revenue from financial and loans, which increased R$ 597 million, or 24.77%, to an income of R$ 3,008 million from an income of R$ 2,411 million in 2014, due to (i) increase in the SELIC rate from 11.75% as of December 31, 2014 to 14.15% as of December 31, 2015; and (ii) the depreciation of approximately 45% of the Brazilian real against the U.S. dollar in 2015.

This increase was partially off-set by an increase in:

 

    debt charges, which increased R$ 947 million, or 62.72%, to an expense of R$ 2,457 million in 2015 from an expense of R$ 1,510 million in 2014, due to (i) increase in the SELIC rate from 11.75% as of December 31, 2014 to 14.15% as of December 31, 2015; and (ii) the depreciation of approximately 45% of the Brazilian real against the U.S. dollar in 2015.

 

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Income Taxes

Income taxes and social contribution for the administration segment increased R$ 629 million, or 259.72%, to an expense of R$ 871 million in 2015 from an expense of R$ 242 million in 2014. Despite the fact that our accounting loss increase substantially when compared to 2014, our expenses with income taxes increased due to the fact that in 2014 we recorded a net loss. In 2014, we did not recognize current taxes and only recognized deferred taxes on temporary differences incurred in 2014. In 2015, we incurred a fiscal profit, as a large portion of our accounting expenses corresponded to temporary and permanent differences that were used to calculate our fiscal profit, such as compulsory loans expenses, which increased to R$ 5.7 billion in 2015 from R$ 308 million in 2014, and equity pick-up expenses, which increased to R$ 6.1 billion in 2015 from R$ 278 million in 2014. This resulted in a current income tax expense and our deferred income taxes expenses increase to R$ 480 million in 2015 from R$ 236 million in 2014. See “Year ended December 31, 2014 compared to year ended December 31, 2013—Consolidated Results—Income Taxes and Social Contribution.”

Year ended December 31, 2014 compared to year ended December 31, 2013

Consolidated Results

This section is an overview of our consolidated results of operations, net of inter-segment eliminations, which are discussed in greater detail with respect to each segment below.

Net Operating Revenues

Net operating revenues for 2014 increased by R$ 6,302 million, or 26.4%, to R$ 30,138 million in 2014 from R$ 23,836 million in 2013. This increase was largely due to:

 

  an increase of R$ 3,133 million, or 18.8%, in our generation operating revenues to R$ 19,821 million in 2014 from R$ 16,688 million in 2013, due to an increase in the average price on the spot market. This increase was partially off-set by a 6.4% decrease in the volume of energy sales from 260.2 TWh in 2013 to 243.5 TWh in 2014 due to the fact that we produced less energy in 2014, as a result of the adverse hydrological conditions, which reduced production of our hydroelectric power plants.

 

  an increase of R$ 2,165 million, or 48.1%, in our distribution operating revenues to R$ 6,664 million in 2014 from R$ 4,499 million in 2013, due to (i) an overall increase in the tariffs which ranged from -1.34% to 39.2%, as a result of ANEEL’s periodic tariff review, which last occurred in November of 2013; (ii) an increase of 24.8% in the volume of energy sold from 16.1 TWh in 2013 to 20.1 TWh in 2014; and (iii) the fact that we acquired CELG-D on September 26, 2014 and commenced consolidating its results into our income statement from October 1, 2014.

 

  an increase of R$ 774 million, or 18.4%, in our transmission operating revenues to R$ 4,978 million in 2014 from R$ 4,203 million in 2013, due to (i) an increase in the volume of energy transmitted as further transmission lines become operational during 2014 (including Transmission Line Jardim – Penedo C1 with 110 Km; Transmission Line Extremoz II – C. Mirin II C1 and Transmission Line Bom Jesus da Lapa – Igaporã II with 115 Km, by Chesf), and (ii) an increase in the tariffs to line with inflation as measured by the IPCA, which increased to 6.5% for 12 month period ended December 31, 2014 from 5.9% for 12 month period ended December 31, 2013

Operating Costs and Expenses.

Operating costs and expenses for 2014 increased by 16.31% to R$ 33,981 million in 2014 compared to R$ 29,215 million in 2013.

 

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The increase was largely due to:

 

  electric energy purchased for resale increased by R$ 4,910 million, or 89%, to R$ 10,424 million in 2014 from R$ 5,515 million in 2013, due to an increase in the production of thermal energy as we needed to supplement hydroelectric generation with thermal generation as a result of adverse hydrological conditions in 2014;

 

  depreciation and amortization increased by R$ 265 million, or 17.6%, to R$ 1,777 million in 2014 from R$ 1,512 million in 2013, due to (i) the incorporation of the further SPEs by Eletronorte and (ii) the fact that new assets, such as the “230 kV Transmission Line of 987 km: Porto Velho-Jauru” operated by Linha Verde Transmissora de Energia S.A. and the “500/±600 kV Conversion and Inversion Station 01” operated by Estação Transmissora de Energia S.A. transmission lines, became operational.

 

  operating provisions increased by R$ 1,405 million, or 43.12%, to R$ 4,663 million in 2014 from R$ 3,258 million in 2013, due to operating provisions increased by R$ 5,388 million, or 165.35%, to R$ 8,646 million in 2014 from R$ 3,258 million in 2013, due to the recognition in 2014 of subsequent events of Compulsory Loan and Amazonas Energia investiment lost as described in Note 47 and Note 30 of the consolidated financial statements and reversal impairment in 2014 by R$ 132 million due the investigation findings writte off, as per explanatory Note 4.XI to the 2014 financial statement

The increase was partially off-set by:

 

  other expenses decreased by R$ 414 million, or 19.8%, to R$ 1,675 million in 2014, from R$ 2,090 million in 2013 largely due to a reduction in the amount of uncollectable losses.

 

  construction costs decreased by R$ 648 million, or 18.3%, to R$ 2,900 million in 2014, from R$ 3,548 million in 2013 due to the fact that we conducted most of our projects through not consolidated SPEs rather than constructing the relevant projects ourselves;

 

  payroll and related charges decreased by R$ 760 million, or 8.2%, to R$ 8,485 million in 2014, from R$ 9,245 million in 2013 due to a reduction in the overall payroll following the latest redundancy incentive plan. This decrease was partially off-set by (i) an increase in salaries following the 2014 collective bargaining agreement; and (ii) the addition of further employees as a result of our acquisition of CELG-D in September 2014; and

 

  investigation findings in 2014 in the amount of R$ 195 million, as per explanatory Note 4.XI to the 2014 financial statements.

Financial Income (Expenses), Net

Financial income (expenses), net resulted in income of R$ 695 million in 2014 compared to income of R$ 377 million in 2013.

This increase was mainly due to

 

  revenue from financial investments increased by R$ 465 million, or 83.6% to R$ 1,021 million in 2014, from R$ 556 million in 2013 due the increase in the SELIC rate from 10.0% as of December 31, 2013 to 11.75% as of December 31, 2014, which increased our revenues from the fixed income securities issued by the Brazilian Federal Treasury we hold; and

 

  remuneration for the first tranche of indemnification - Law 12,783 increased by R$ 578 million, to R$ 1,019 million in 2014, from R$ 441 million in 2013 due to the remuneration by IPCA inflation plus 5.59% to which these indemnification payments are indexed.

 

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This increase was partially off-set by decreases in:

 

  revenue from interest, commissions and fees decreased by R$ 75 million, or 6.5%, to R$ 1,071 million in 2014 from R$ 1,146 million in 2013, due to the fact that we converted the debt owed to us by certain of our subsidiaries (particularly in the distribution segment) into shares of those subsidiaries.

Equity in profits and losses of associates

Equity in profit and losses of associates decreased by R$ 1,486 million to a loss of R$ 1,308 million in 2014, from income of R$ 178 million in 2013, largely due to (i) operational losses of R$ 461 million incurred by Energia Sustentável do Brasil, which operates HPU Jirau, during 2014; (ii) operational losses of R$ 861 million incurred by Madeira Energia S.A.; and (iii) operating provisions of R$ 91.5 million in 2014 in connection with investigation findings of projects in which Eletrobras holds a minority ownership interest, as per explanatory Note 4.XI to the 2014 financial statements.

Income Taxes

Income taxes and social contribution expense increased by R$ 334 million, or 24.4%, to R$ 1,701 million in 2014, from R$ 1,367 million in 2013 due to (i) the derecognition of deferred tax credits that we do not expect to be able to utilize due to the reduction in our profits in an increase by R$ 1,104 million, to R$ 2,795 million in 2014, from R$ 1,691 million in 2013; and (ii) net of the recognition of a tax credit in the amount of R$ 1,150 million by Eletronorte in 2014.

Net Loss

As a result of the factors discussed above, our net loss for 2014 decrease by R$ 34.0 million, or 0.55%, to R$ 6,158 million in 2014 from R$ 6,192 million in 2013.

Results of Generation Segment

Net Operating Revenues

Net operating revenues for the generation segment increased by R$ 3,133 million, or 18.8%, to R$ 19,821 million in 2014 from R$ 16,688 million in 2013, due to the factors set out below.

Electricity Sales

Electricity Sales increased by R$ 4,888 million, or 40.6%, R$ 16,925 million in 2014, from R$ 12,036 million in 2013 to largely due to increased sales of electricity on the spot market, which increased to R$ 3,817 million in 2014 from R$ 2,395 million in 2013.

Taxes on Revenues

Taxes on Revenues increased by R$ 79 million, or 4.6%, to R$ 1,800 million in 2014, from R$ 1,721 million in 2013 due to our increased revenues. For a description of the calculation of taxes on revenues please see “Description of Principal Line Items—Operating RevenuesTaxes on Revenues.”

Regulatory Charges on Revenues

Regulatory Charges on Revenues increased by R$ 89 million, or 13.4%, to R$ 754 million in 2014, from R$ 665 million in 2013 due to increased operational revenues. For a description of the calculation of regulatory charges on revenues please see “Description of Principal Line ItemsOperating Revenues—Regulatory Charges on Revenues.”

Construction Revenue

Construction Revenue decreased by R$ 497 million, or 67.4%, to R$ 240 million in 2014, from R$ 737 million in 2013 due to the fact that we conducted most of our projects through SPEs to be incorporated following completion of the construction rather than constructing the relevant projects ourselves.

 

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Operating Costs and Expenses

Operating costs and expenses for the generation segment increased by R$ 2,401 million, or 17.9%, to R$ 15,849 million in 2014 from R$ 13,448 million in 2013.

The primary drivers of the increase in operating costs and expenses were:

 

  electricity purchased for reselling increased by R$ 3,022 million, or 66.3%, to R$ 7,577 million in 2014 from R$ 4,555 million in 2013, due to the adverse hydrological conditions, which reduced the production of our hydroelectric power plants and required us to acquire electricity on the spot market in order to meet our contractual obligations;

 

  redundancy incentive plan increased by R$ 113 million, or 106.6%, to an expense of R$ 219 million in 2014, from R$ 106 million in 2013 due to the fact that Eletronuclear implemented its redundancy incentive plan in 2014 (as opposed to other subsidiaries which implemented their plans in 2013);

 

  investigation findings in 2014 in the amount of R$ 195.1 million, as per explanatory note No. 4.XI to the 2014 financial statements; and operating provisions increased by R$ 102 million, or 6.9%, to income of R$ 1,571 million in 2014, from income of R$ 1,469 million in 2013 due to the investigation findings as per explanatory Note 4.XI of the 2014 financial statements.

The increase was partially off-set by decreases in:

 

  construction – generation decreased by R$ 497 million, or 67.4%, to R$ 240 million in 2014, from R$ 737 million in 2013 due the fact that we conducted most of our projects through SPEs to be incorporated following completion of the construction rather than constructing the relevant projects ourselves;

 

  other expenses decreased by R$ 185 million, or 21.8%, to R$ 661 million in 2014, from R$ 846 million in 2013 principally due to a reduction in labor related indemnities.

Income Tax and Social Contribution

Income Tax and Social Contribution expense increased by R$ 3,552 million, to R$ 3,999 million in 2014 from R$ 447 million in 2013 due to derecognition of certain deferred taxes assets in relation to Furnas and Chesf.

Results of Transmission Segment

Net Operating Revenues

Net operating revenues for the transmission segment increased by R$ 774 million, or 18.4%, to R$ 4,978 million in 2014, from R$ 4,203 million in 2013 due to the factors set out below.

Operation and Maintenance

Operation and Maintenance increased by R$ 432.4 million, or 20.0%, to R$ 2,600 million in 2014, from R$ 2,168 million in 2013 as ANEEL approved certain assets and investments, such as investments for improvements relating to contracts 061 and 062. Only following this approval were we able to recognize income from these assets and investments.

Regulatory Charges on Revenues

Regulatory Charges on Revenues increased by R$ 10 million, or 6.9%, to an expense of R$ 157 million in 2014, from an expense of R$ 147 million in 2013 due to the increase in our revenues in 2014. For a description of the calculation of regulatory charges on revenues please see “—Description of Principal Line Items—Operating RevenuesRegulatory Charges on Revenues.

 

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Other Operating Revenues

Other Operating Revenues increased by R$ 200 million, to R$ 342 million in 2014, from R$ 142 million in 2013 due to increased revenues from the rental of certain transmission infrastructure assets.

Taxes on Revenues

Taxes on Revenues remained stable at R$ 308 million in 2013 and 2014. For a description of the calculation of taxes on revenues please see “Description of Principal Line Items—Operating RevenuesTaxes on Revenues.

Operating Costs and Expenses

Operating costs and expenses for the transmission segment decreased by R$ 1,697 million, or 26.5%, to R$ 4,703 million in 2014 from R$ 6,400 million in 2013.

This decrease was largely due to:

 

  payroll and related charges decreased by R$ 473 million, or 14.6%, to R$ 2,760 million in 2014 from R$ 3,233 million in 2013. due to the implementation of our redundancy incentive plan in 2013;

 

  operating provisions decreased by R$ 1,058 million, or 102.1%, to income of R$ 22 million in 2014, from an expense of R$ 1,036 million in 2013 principally due to the reversal of onerous contracts, including a R$ 711 million reversal relating to contract number 062/2001 which relates to a large number of transmission lines;

 

  redundancy incentive plan decreased by R$ 320 million, to R$ 0 million in 2014, from an expense of R$ 320 million in 2013 due to the fact that no provisions were made in 2014 for the redundancy incentive plan which we implemented in 2013.

This decrease was partially off-set by an increase in:

 

  other expenses of R$ 169 million, to an expense of R$ 108 million in 2014, from income of R$ 60 million in 2013 due to an increase in various expenses, inter alia, rents and insurance premiums and a reduction in labour related indemnities.

Income Taxes

Income taxes and social contribution benefit increased by R$ 2,112 million, to R$ 2,518 million in 2014, from R$ 407 million in 2013 principally due to the fact that Eletronorte constituted tax credits in the amount of R$ 1,150 million, CHESF constituted tax credits in the amount of R$ 1,157 million and Furnas constituted tax credits in the amount of R$ 291 million.

Results of Distribution Segment

Net Operating Revenues

Net operating revenues for the distribution segment increased by R$ 2,165 million, or 48.1%, to R$ 6,664 million in 2014, from R$ 4,499 million in 2013 due to the factors set forth below.

Electricity Sales

Electricity sales increased by R$ 2,867 million, or 64.4%, to R$ 7,315 million in 2014, from R$ 4,449 million in 2013 due to: (i) an increase of R$ 1,634 million due to the fact that we acquired CELG-D in September 2014 and (ii) an increase in the average tariffs which ranged from -1.34% to 39.2%, as a result of ANEEL’s periodic tariff review, which last occurred in November of 2013.

 

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Other Operating Revenues

Other Operating Revenue increased by R$ 285 million, or 52.6%, to R$ 827 million in 2014, from R$ 542 million in 2013 due to increased revenues from the rental of certain distribution infrastructure assets.

Taxes on Revenues

Taxes on Revenues increased by R$ 820 million, or 57.0%, to R$ 2,258 million in 2014 from R$ 1,438 million in 2013 in line with our increased revenue for the distribution segment in 2014. For a description of the calculation of taxes on revenues please see “—Description of Principal Line Items—Operating RevenuesTaxes on Revenues.

Regulatory Charges on Revenues

Regulatory Charges on Revenues increased by R$ 26 million, or 39.2%, to R$ 93 million in 2014 from R$ 67 million in 2013 in line with our increased revenue for the distribution segment in 2014. For a description of the calculation of regulatory charges on revenues please see “—Description of Principal Line Items—Operating RevenuesRegulatory Charges on Revenues.

Operating Costs and Expenses

Operating costs and expenses for the distribution segment decreased by R$ 165 million, or 2.5%, to R$ 6,457 million in 2014 from R$ 6,621 million in 2013.

This decrease was largely due to:

 

  operating provisions decreased by R$ 650 million, to income of R$ 593 million in 2014, from an expense of R$ 57 million in 2013 due to the reversal of certain impairments, such as for Amazonas Energia;

 

  construction – distribution decreased by R$ 140 million, or 13.8%, to R$ 873 million in 2014, from R$ 1,014 million in 2013 due to the fact that we have been investing less as a result of our decreased revenues over recent years; and

 

  charges upon use of electric network decreased by R$ 132 million, to R$ 184 million in 2014, from R$ 52 million in 2013 due to an increase in the volume of electricity sold.

This decrease was partially off-set by an increase in:

 

  electricity purchased for reselling increased by R$ 1,493 million, or 67.7%, to R$ 3,699 million in 2014,from R$ 2,206 million in 2013 due to adverse hydrological conditions, which reduced the production of our hydroelectric power plants;

 

  depreciation and amortization increased by R$ 185 million, to R$ 309 million in 2014, from R$ 125 million in 2013 due to an increase in the value of certain distribution concession assets;

 

  payroll and related charges increased by R$ 63 million, or 4.5%, to R$ 1,456 million in 2014, from R$ 1,393 million in 2013 due to the fact that we acquired CELG-D in September 2014.

Results of Administration Segment

Operating Costs and Expenses

Operating costs and expenses for the administration segment increase R$ 1,954 million, or 27.3%, to R$ 9,116 million in 2014 from R$ 7,161 million in 2013.

 

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This increase was largely due to:

 

  valuation gains for an adjustment to market value of R$ 110 million, to R$ 110 million in 2014 from zero in 2013 due to changes in the value of our investments made on the stock market; and

 

  donations and contributions decreased by R$ 81 million, or 28.9%, to R$ 198 million in 2014 from R$ 279 million in 2013 due to our cost reduction strategy.

 

  Operating provision increased by R$ 2,007 million, or 35.4% to R$ 7,681 million, from R$ 5,674 million in 2013 due to the recognition in 2014 of subsequent events described in Note 47 and Note 30 of the consolidated financial statements.

Financial Results

Financial results for the administration segment increased by R$ 338 million, or 15.9%, to R$ 2,463 million in 2014, from R$ 2,126 million in 2013 due to:

 

  revenue from interest, commission and fees which increased by R$ 378 million, or 18.5%, from income of R$ 2,033 million in 2013 to income of R$ 2,410 million in 2014, due to the increase in SELIC rate to which certain debts are indexed; and

 

  revenue from financial investments, which increased by R$ 143 million, or 48.31%, to income of R$ 439 million in 2014, from income of R$ 296 million in 2013 due the increase in the SELIC rate to which most of our investments are linked.

Investigation Findings

Operating provisions of R$ 91.5 million in 2014 in connection with investigation findings of projects in which Eletrobras holds a minority ownership interest, as per explanatory note No. 4.XI to the 2014 financial statements. This amount has been deducted from Eletrobras’ equity investments.

Income Taxes

Income taxes and social contribution expense for the administration segment decreased by R$ 1,084 million, or 81.7%, to R$ 242 million in 2014, from R$ 1,326 million in 2013 due a reduction in our taxable income for this segment. See “—Year ended December 31, 2013 compared to year ended December 31, 2012—Consolidated Results—Income Taxes and Social Contribution.”

B. Liquidity and Capital Resources

Our main sources of liquidity derive from the cash generated by our operations and from loans received from various sources, including the RGR Fund (established to compensate electricity concessionaires for uncompensated expenses when the concessions ended), loans from third parties, including certain international agencies, and realizations of various investments we have made with Banco do Brasil S.A. and Caixa Econômica Federal, with whom we are required by law to deposit any surplus cash assets. In addition, on October 20, 2011 we issued U.S.$1.75 billion 5.75% notes due in 2021.

We require funding principally in order to finance the upgrade and expansion of our generation and transmission facilities and in order to repay our maturing debt obligations. In addition, through our subsidiaries, we are bidding in auctions for new transmission lines and new generation contracts. In the event that we are successful in any of these auctions, we will need additional cash to fund investments necessary to expand the applicable operations.

From time to time, we consider potential new investment opportunities and we may finance such investments with cash generated by our operations, loans, issuances of debt and equity securities, capital increases or other sources of funding that may be available at the relevant time. At present we have the ability to fund up to R$ 4.1 billion of capital expenditure out of existing resources without the need to access the capital markets. Those funds represent a portion of the revenues we have generated from our sales of electricity and the interest we have received from our lending activities.

 

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Sources of financing for working capital and for investments in long-term assets

Our main sources of financing for working capital and investments in fixed assets in the last three years are: indemnities from concessions renewed under the terms in Law no. 12,783/2013 approved by the granting authority; (ii) receivables related to the financing granted to Itaipu3, (iii) its own operational cash flows; (iv) loans from domestic and international lenders such as Caixa Econômica Federal (“CEF”) Banco do Brasil S.A. (“BB”) and the National Bank for Social and Economic Development (“BNDES”); and (v) loans from international credit agencies. In addition, its sources of financing include investments that Eletrobras is required to make with BB, considering that Eletrobras is required to deposit available funds with these federal financial institutions.

The main uses of resources by Eletrobras refer to (i) payment or renegotiation of debt; (ii) funding the improvement and expansion of its generation, transmission and distribution projects; (iii) possibility of participation, through its subsidiaries, in public bidding processes in connection with new transmission lines and new generation agreements, since, if Eletrobras succeeds in any of the aforementioned bidding processes, it will need additional resources to fund the required investments to expand the applicable operations.

Similar to other companies of its industry, the Company monitors its obligations based on the financial leverage ratio. This ratio corresponds to the net debt divided by total capital. The net debt corresponds to total loans and financings (excluding amounts related to RGR and including short-term and long-term loans and financings, as set forth in the consolidated balance sheet), minus cash and cash equivalents. The total capital is calculated by adding-up the shareholders’ equity (as set forth in the consolidated balance sheet) and the net debt.

Our principal uses of funds in 2015 were for capital expenditures (of R$ 10,393.8 million and debt service obligations of R$ 10,818.7 million). We met these requirements with cash provided by operating activities (amounting to R$ 9,953.5 million, long-term financing (amounting to R$ 7,344.8 million) and cash provided by the indemnifications (amounting to R$ 3,967.2 million. Eletrobras’ management believes the Company has sufficient sources of liquidity to meet its financial commitments through the combined use of its operating cash flow, the receipt of all indemnities already approved by grantor as a result of Law No. 12,783/2013 and proceeds from loans and financing already contracted and that could be taken if necessary. Further, Eletrobras’ management believes that the working capital is sufficient for the Company’s present requirements.

Cash Flows

The following table summarizes our net cash flows for the periods presented:

 

     For the Year Ended December 31,  
     2015      2014      2013(1)  
     (in R$ thousand)  

Net Cash Flows:

        

Provided by operating activities

     6,980,474         5,192,461         9,329,355   

Used in investing activities

     (9,012,552      (10,637,002      (8,155,408

Provided by (used in) financing activities

     2,018,973         3,254,036         (77,879

 

(1) We revised our consolidated financial statements as of and for the year ended December 31, 2013. Our financial information as of and for the years ended December 31, 2015, 2014 and 2013 reflects the effects of the adjustment and those consolidated financial statements are fully comparable.

Cash Flow from Operating Activities

Our cash flows from operating activities primarily result from:

 

    the sale and transmission of electricity to a stable and diverse base of retail and wholesale customers at fixed prices; and

 

    restricted deposits for legal proceedings in cases where we are a plaintiff in a proceeding and are ordered to pay a deposit to the relevant court. Cash flows from operating activities have been sufficient to meet operating and capital expenditures requirements during the periods under discussion.

 

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In 2015, our cash flows from operating activities increased by R$ 1.8 billion, to R$ 6.98 billion in 2015 from R$ 5.2 billion in 2014. This variation was due to an increase in indemnity payments received to R$ 4.0 billion in 2015 from R$ 2.8 billion in 2014.

Cash Flows from Investing Activities

Our cash flows from investing activities primarily reflect:

 

    investment acquisitions, being partnerships we enter into with third parties in the private sector in relation to the operation of new plants;

 

    acquisitions of fixed assets, being primarily investments in equipment necessary for operational activities; and

 

    dividends paid by our subsidiaries.

In 2015, our cash flows from investing activities decreased R$ 1.6 billion, or 15.27%, to an outflow of R$ 9 billion in 2015 from an outflow of R$ 10.6 billion in 2014. This variation was due to a decrease of R$ 1.5 billion in capital contributions made to our subsidiaries and SPEs in the 2015 and an increase of R$ 2.0 billion in amounts received for loans and financing granted, which were partially off-set by an increase of R$ 1.3 billion in amounts disbursed to in relation to the deployment of the following fixed assets: Complexo Eólico Hermenegildo, VamCruz, Santo Sé II, Chapada do Piauí I, Geribatu, Chuí, Serra das Vacas, Santo Antônio and Jirau.

Cash Flows from Financing Activities

Our cash flows used in financing activities primarily reflect interest income we receive from short-term and long-term loans made to non-affiliated companies that operate in the Brazilian electricity sector.

In 2015, our cash flows from financing activities decreased R$ 1.2 billion, to an inflow of R$ 2 billion in 2015 from an inflow of R$ 3.2 billion in 2014. This variation was mainly due to an increase of R$ 2.1 billion in principal payments in respect of loans and financing entered into by us and partially off-set by a decrease of R$ 792 million of payments made to our shareholders for dividends and interest on capital.

Relationship between Appropriated Retained Earnings and Cash Flows

As of December 31, 2015, our balance sheet reflected retained reserves of R$ 26.0 million, which consisted of our statutory reserves but do not include unpaid shareholders’ remuneration (see “Item 8.A, Consolidated Financial Statements and Other Information—Policy on dividend distribution”).

Capital Expenditure

In the last three years, we have invested an average of R$ 11.0 billion per year in expansion, research and development. Approximately 53.5% was invested in our generation segment, 33.6% in our transmission segment and the balance in our distribution segment and other investments.

Our core business is the generation and transmission of energy and we intend to invest heavily in these segments in the upcoming years. Companies are now selected to construct new generation units and transmission lines by a tender process. It is, therefore, difficult to predict the precise amounts that we will invest in these segments going forward. We are, however, working to secure a significant number of new contracts either alone or as part of a consortium including the private sector.

Under the EPE 10 Year Plan, it is estimated that Brazil will have 211,615 km of transmission lines and 206.4 GW of installed generation capacity by 2024 from 138.8 GW in 2014. These investments by Brazil will represent approximately R$ 376 billion. As the current largest market participant based on length of transmission lines, we expect to participate in the majority of these new investments. In accordance with the Business Plan, whose numbers and targets are under review, we believe that from 2015 to 2019, we will invest approximately R$ 50.3 billion in our generation, transmission and distribution businesses. For these investments, we expect to use the funding derived from our net cash flows as well as from accessing national and international capital markets and through bank financing.

 

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Our capital expenditures for fixed assets, intangible assets and concession assets in 2015, 2014 and 2013 were R$ 7.7 million, R$ 6.1 million and R$ 5.7 million, respectively. These values are the budgeted values and do not match the cash flow amounts due to the accounting consolidation process and intercompany elimination.

C. Research and Development, Patents and Licenses

Research and Development

The main activities of research, development and innovation for the Eletrobras System are carried out by the Electric Energy Research Center (Cepel), a non-profit entity founded in 1974 by Eletrobras and its subsidiaries: Chesf, Eletronorte, Eletrosul and Furnas. The Center’s mission is to develop and deploy sustainable technology solutions for the generation, transmission and distribution of electricity by means of Research, Development and Innovation activities (R & D + I) for the Brazilian electricity sector. Eletrobras is the primary sponsor of Cepel and has the technical support of the Center in the coordination of important national programs such as “Light for All” (Luz para Todos), the “National Electric Energy Conservation Program” (Procel), “Incentives for Alternative Sources of Electric Energy Program” (Proinfa) and “Efficient Public Lighting” (ReLuz). Cepel also participates in the elaboration of the National Energy and the Decennial Power Plans of Eletrobras. In order to support its research activities, Cepel created a complex of 34 laboratories, some accredited by the Instituto Nacional de Metrologia (the Brazilian National Metrology Institute), that perform a wide variety of experiments, technology services and tests. Noteworthy are the laboratories of High-Voltage and High-Power - the largest of their kind in the Southern Hemisphere - and the Laboratory of Ultra-High Voltage, in its final stages of implementation having only one similar worldwide. In addition, the Center has two reference and demonstration units: CRESESB, to promote the use of solar and wind energy, and CATE, to promote the efficient use of electricity. In line with the guidelines of the Committee of Technological Politics (CPT), Cepel prioritizes strategic and structuring projects, distributed among seven main research areas, each one carried on by specific department: (i) DEA – Energy Optimization and Environment; (ii) DRE – Electrical Networks; (iii) DAS – Systems Automation; (iv) DLE – Lines and Stations; (v) DTD – Distribution Technology; (vi) DTE – Special Technologies; and (vii) Laboratories (Experimental Research) – DLA and DLF Departments.

The Cepel’s activities have important role in supporting to our core business of generation, transmission, distribution and commercialization of electric energy.

Patents and Licenses

Among others, we have registered “Eletrobras” as a trademark with the Instituto Nacional de Propriedade Industrial – INPI (the Brazilian National Industrial Property Institute).Further, Cepel has twenty-eight patents, Eletronorte has fifty-one patents, Eletrosul has six patents and Furnas has nine patents registered with the INPI relating to equipment and manufacturing processes. In addition, Furnas has three patents registered in the United States, one patent registered in Canada and Cepel has six patents registered outside Brazil.

Insurance

We maintain insurance for, fire, natural disasters, accidents involving third parties, certain other risks associated with the transportation and assembly of equipment, construction of plants, and multirisks. Our subsidiaries and Itaipu have similar insurance coverage. We do not have insurance coverage for business interruption risk because we do not believe that the high premiums are justified by the low risks of a major disruption, considering the energy available in the Interconnected Power System. We believe that we maintain insurance that is both customary in Brazil and adequate for the business in which we engage.

 

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D. Trend Information

Our management has identified the following key trends, which contain certain forward-looking information and should be read in conjunction with “Cautionary Statement Regarding Forward-Looking Information” and “Item 3.A, Risk Factors.” Fundamentally, we believe these trends will allow us to continue to grow our business and improve our corporate image:

 

    electricity is in constant demand: unlike certain industries which are particularly vulnerable to cyclical conditions in the market and/or seasonality, the demand for electricity is constant. We believe we will continue to have the ability to set tariffs in accordance with market conditions, particularly in the generation segment. Although tariffs in the transmission segment are set by the Brazilian Government each year, we believe that these tariffs will continue to increase;

 

    participation in future auctions will allow us to grow: we expect to participate in an increasing number of future new energy auctions, as well as new transmission auctions, and will, accordingly need to invest in new power generation plants (hydroelectric, wind, biomass and thermal) and new transmission lines in order to expand the existing grid and keep our current market share. We also believe that by focusing on generation and transmission, we will be able to maximize profits by improving efficiency in our existing infrastructure and capitalizing on opportunities arising from new infrastructure;

 

    revenues from third parties for maintenance of facilities: although the core of our business will remain the generation and transmission segments, we have successfully increased our revenues in recent periods by using our expertise to provide maintenance services for other companies in our industry. Our subsidiary Eletronorte has been the key conduit for this. We expect this trend to continue, thereby improving our financial position;

 

    an increasing focus on environmental, health and safety concerns: there is a trend in Brazil and globally towards increasing concerns for the protection of the environment. This impacts us in various ways, including dealing with social and political issues that may arise when we seek to construct new facilities (particularly in remote areas of Brazil) and reduced carbon emission targets from facilities that rely on fossil fuel. One of the key challenges for us will be to balance these environmental concerns against the growth of our business, as these concerns naturally can increase cost pressures. There is also an increasing trend in Brazil towards more stringent health and safety requirements with respect to operating permits for our facilities, which similarly imposes cost pressure challenges on our business; and

 

    effect of Law No. 12,783: Law No. 12,783 will continue to effect the manner in which we account for our concessions. We expect to renew additional contracts for the maximum period of 30 years at significantly lower tariff levels. As a result, we may continue to write down the value of our renewed concessions and provide “onerous contract” in cash generating.

 

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E. Off-Balance Sheet Arrangements

The Company acts as guarantor, in proportion to its equity interest, to several projects whose guaranteed amounts are described below:

 

Company

  

Project

  

Financing Bank

   Model    Subsidiary
Share
    Financed
Value
     Outstanding
Balance on
December 31,
2015
     Guarantee
Balance
Eletrobras
     Guarantee
Term
 

Eletrobras

   Norte Energia    BNDES    SPE      15.00     2,025,000         2,095,590         20,956         1/15/2042   

Eletrobras

   Norte Energia    CEF    SPE      15.00     1,050,000         1,105,927         11,059         1/15/2042   

Eletrobras

   Norte Energia    BTG Pactual    SPE      15.00     300,000         315,979         3,160         1/15/2042   

Eletrobras

   Norte Energia    Guarantee of Contract Compliance    SPE      15.00     156,889         94,140         941         4/30/2019   

Eletrobras

   Rouar    CAF    SPE      50.00     38,805         38,805         388         9/30/2017   

Eletrobras

   Mangue Seco 2    BNB    SPE      49.00     40,951         37,846         378         10/14/2031   

Eletrosul

   ESBR    BNDES    SPE      20.00     727,000         896,664         8,967         8/15/2034   

Eletrosul

   ESBR    BNDES    SPE      20.00     232,500         236,520         2,365         1/15/2035   

Eletrosul

   ESBR    BNDES REPASSE    SPE      20.00     717,000         905,294         9,053         8/15/2034   

Eletrosul

   ESBR    BNDES REPASSE    SPE      20.00     232,500         238,070         2,381         1/15/2035   

Eletrosul

   Cerro Chato I, II e III    Banco do Brasil    SPE      100.00     223,419         128,308         1,283         7/15/2020   

Eletrosul

   RS Energia    BNDES    SPE      100.00     126,221         65,321         653         6/15/2021   

Eletrosul

   Artemis Transmissora de Energia    BNDES    SPE      100.00     170,029         45,416         454         10/15/2018   

Eletrosul

   Porto Velho Transmissora de Energia    BNDES    SPE      100.00     283,411         258,645         2,586         8/15/2028   

Eletrosul

   UHE Mauá    BNDES    SPE      49.00     182,417         148,872         1,489         1/15/2028   

Eletrosul

   UHE Mauá    BNDES/Banco do Brasil    SPE      49.00     182,417         148,892         1,489         1/15/2028   

Eletrosul

   UHE Passo de São João    BNDES    Corporate      100.00     183,330         139,178         1,392         7/15/2026   

Eletrosul

   SC Energia    BNDES/Banco do Brasil    Corporate      100.00     50,000         17,297         173         5/15/2019   

Eletrosul

   SC Energia    BNDES/BDRE    Corporate      100.00     50,000         17,247         172         5/15/2019   

Eletrosul

   SC Energia    BNDES    Corporate      100.00     103,180         34,555         346         5/15/2019   

Eletrosul

   SC Energia    BNDES    Corporate      100.00     67,017         29,946         299         3/15/2021   

Eletrosul

   UHE São Domingos    BNDES    Corporate      100.00     207,000         185,737         1,857         6/15/2028   

Eletrosul

   RS Energia    BNDES    SPE      100.00     41,898         31,249         312         3/15/2027   

Eletrosul

   RS Energia    BNDES    SPE      100.00     9,413         8,270         83         8/15/2027   

Eletrosul

   RS Energia    BNDES    SPE      100.00     12,000         6,799         68         8/15/2027   

Eletrosul

   UHE Passo de São João    BNDES    Corporate      100.00     14,750         11,502         115         7/15/2026   

 

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Eletrosul

   Projetos Corporativos Eletrosul    Banco do Brasil    Corporate      100.00     250,000         223,702         2,237         11/15/2023   

Eletrosul

   Teles Pires    BNDES    SPE      24.50     296,940         339,515         3,395         2/15/2036   

Eletrosul

   Teles Pires    BNDES/Banco do Brasil    SPE      24.50     294,000         338,346         3,383         2/15/2036   

Eletrosul

   Teles Pires    Debentures Issuance    SPE      24.50     160,680         211,162         2,112         5/30/2032   

Eletrosul

   Livramento Holding    BNDES    SPE      49.00     91,943         75,244         752         6/15/2030   

Eletrosul

   Chuí Holding    BNDES    SPE      49.00     186,082         188,903         1,889         12/15/2031   

Eletrosul

   Transmissora Sul Brasileira de Energia S.A.    BNDES    SPE      80.00     209,974         194,085         1,941         7/15/2028   

Eletrosul

   Transmissora Sul Brasileira de Energia S.A.    Debentures Issuance    SPE      80.00     62,040         76,152         762         9/15/2026   

Eletrosul

   Costa Oeste Transmissora de Energia S.A.    BNDES    SPE      49.00     17,846         16,198         162         11/1/2022   

Eletrosul

   Santa Vitória do Palmar Holding S.A.    BNDES    SPE      49.00     197,950         211,335         2,113         6/16/2031   

Eletrosul

   Santa Vitória do Palmar Holding S.A.    BRDE    SPE      49.00     98,000         107,021         1,070         6/16/2031   

Eletrosul

   Transmissora Sul Litorânea do Brasil    BNDES    SPE      51.00     252,108         247,485         2,475         2/15/2029   

Eletrosul

   Complexo São Bernardo    KfW    Corporate      100.00     29,854         56,503         565         12/30/2038   

Eletrosul

   Complexo São Bernardo    KfW    Corporate      100.00     136,064         195,298         1,953         12/30/2042   

Eletrosul

   Eólica Hermenegildo I S/A    Debentures Issuance    SPE      99.99     79,100         81,751         818         1/18/2016   

Eletrosul

   Eólica Hermenegildo I S/A    Debentures Issuance    SPE      99.99     32,000         33,073         331         1/18/2016   

Eletrosul

   Eólica Hermenegildo II S/A    Debentures Issuance    SPE      99.99     79,100         81,751         818         1/18/2016   

Eletrosul

   Eólica Hermenegildo II S/A    Debentures Issuance    SPE      99.99     17,100         17,673         177         1/18/2016   

Eletrosul

   Eólica Hermenegildo III S/A    Debentures Issuance    SPE      99.99     66,800         69,039         690         1/18/2016   

Eletrosul

   Eólica Hermenegildo III S/A    Debentures Issuance    SPE      99.99     21,500         22,221         222         1/18/2016   

Eletrosul

   Eólica Chuí IX S/A    Debentures Issuance    SPE      99.99     25,000         25,793         258         1/18/2016   

Eletrosul

   Eólica Chuí IX S/A    Debentures Issuance    SPE      99.99     11,000         11,369         114         1/18/2016   

Eletrosul

   Complexo Eólico Livramento - Entorno II    CEF    Corporate      100.00     200,000         213,130         2,131         8/7/2017   

Eletrosul

   Projetos Corporativos Eletrosul 2    BTG Pactual    Corporate      100.00     200,000         209,135         2,091         3/6/2016   

Eletronorte

   São Luis II e III    BNDES    Corporate      100.00     13,653         8,727         87         11/15/2024   

Eletronorte

   Miranda II    BNDES    Corporate      100.00     47,531         23,596         236         11/15/2024   

Eletronorte

   Ribeiro Gonç./Balsas    BNB    Corporate      100.00     70,000         60,278         603         6/3/2031   

Eletronorte

   Lechuga/J. Teixeira    BASA    Corporate      100.00     25,720         21,179         212         1/10/2029   

Eletronorte

   UHE Tucuruí    BNDES    Corporate      100.00     931,000         76,580         766         9/15/2016   

Eletronorte

   Substação Nobres    BNDES    Corporate      100.00     10,000         7,256         73         3/15/2028   

 

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Eletronorte

   Subestação Miramar/Tucuruí    BNDES    Corporate      100.00     31,000         23,760         238         8/15/2028   

Eletronorte

   Ampliação da Subestação Lechuga    BNDES    Corporate      100.00     35,011         27,061         271         10/15/2028   

Eletronorte

   Norte Brasil Transmissora    BNDES    SPE      49.00     514,500         486,790         4,868         12/15/2029   

Eletronorte

   Norte Brasil Transmissora    Debentures Issuance    SPE      49.00     98,000         128,811         1,288         9/15/2026   

Eletronorte

   Linha Verde Transmissora    BASA    SPE      100.00     185,000         196,577         1,966         11/10/2032   

Eletronorte

   Manaus Transmissora    BNDES    SPE      30.00     120,300         104,315         1,043         12/15/2026   

Eletronorte

   Estação Transmissora de Energia    BNDES    Corporate      100.00     505,477         440,302         4,403         11/15/2028   

Eletronorte

   Estação Transmissora de Energia    BASA    Corporate      100.00     221,789         225,225         2,252         7/10/2031   

Eletronorte

   Estação Transmissora de Energia    BASA    Corporate      100.00     221,789         219,803         2,198         10/15/2030   

Eletronorte

   Rio Branco Transmissora    BNDES    Corporate      100.00     138,000         118,355         1,184         3/15/2027   

Eletronorte

   Transmissora Matogrossense Energia    BASA    SPE      49.00     39,200         39,819         398         2/1/2029   

Eletronorte

   Transmissora Matogrossense Energia    BNDES    SPE      49.00     42,777         32,073         321         5/15/2026   

Eletronorte

   Rei dos Ventos 1 Eolo    BNDES    SPE      24.50     30,851         30,851         309         12/31/2016   

Eletronorte

   Brasventos Miassaba 3    BNDES    SPE      24.50     30,984         30,984         310         12/31/2016   

Eletronorte

   Rei dos Ventos 3    BNDES    SPE      24.50     32,533         32,533         325         12/31/2016   

Eletronorte

   Belo Monte Transmissora de Energia S. A.    Itau BBA    SPE      24.50     49,735         57,237         572         6/18/2016   

Eletronorte

   Belo Monte Transmissora de Energia S. A.    Santander    SPE      24.50     49,000         55,674         557         6/18/2016   

Eletronorte

   Norte Energia    BNDES    SPE      19.98     2,697,300         2,791,326         27,913         1/15/2042   

Eletronorte

   Norte Energia    CEF    SPE      19.98     1,398,600         1,473,095         14,731         1/15/2042   

Eletronorte

   Norte Energia    BTG Pactual    SPE      19.98     399,600         420,884         4,209         1/15/2042   

Eletronorte

   Belo Monte Transmissora de Energia S. A.    State Grid Brazil S.A.    Corporate      100.00     294,700         135,828         1,358         7/28/2029   

Eletronorte

   Implantação do PAR e PMIS    BNDES    Corporate      100.00     743,382         357,912         3,579         12/15/2023   

Eletronuclear

   Angra III    BNDES    Corporate      100.00     6,146,256         3,203,974         32,040         6/15/2036   

Chesf

   ESBR    BNDES    SPE      20.00     727,000         896,664         8,967         8/15/2034   

Chesf

   ESBR    BNDES    SPE      20.00     232,500         236,520         2,365         1/15/2035   

Chesf

   ESBR    BNDES REPASSE    SPE      20.00     717,000         905,294         9,053         8/15/2034   

Chesf

   ESBR    BNDES REPASSE    SPE      20.00     232,500         238,070         2,381         1/15/2035   

Chesf

   Manaus Transmissora    BNDES    SPE      19.50     78,195         67,540         675         12/15/2026   

Chesf

   Norte Energia    BNDES    SPE      15.00     2,025,000         2,095,590         20,956         1/15/2042   

Chesf

   Norte Energia    CEF    SPE      15.00     1,050,000         1,105,927         11,059         1/15/2042   

 

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Chesf

   Norte Energia    BTG Pactual    SPE      15.00     300,000         315,979         3,160         1/15/2042   

Chesf

   IE Madeira    BASA    SPE      24.50     65,415         76,321         763         7/10/2032   

Chesf

   IE Madeira    BNDES    SPE      24.50     455,504         404,196         4,042         2/15/2030   

Chesf

   IE Madeira    Debentures Issuance    SPE      24.50     85,750         115,626         1,156         3/18/2025   

Chesf

   Projetos Corporativos Chesf 1    Banco do Brasil    Corporate      100.00     500,000         385,092         3,851         9/28/2018   

Chesf

   Projetos Corporativos Chesf 2    CEF    Corporate      100.00     400,000         354,678         3,547         2/27/2019   

Chesf

   IE Garanhuns s/a    BNDES    SPE      49.00     175,146         168,030         1,680         12/15/2028   

Chesf

   Projetos Corporativos Chesf 3    BNDES    Corporate      100.00     727,560         282,223         2,822         11/15/2023   

Chesf

   Projetos Corporativos Chesf 4    BNDES    Corporate      100.00     475,454         194,825         1,948         11/15/2023   

Furnas

   UHE Batalha    BNDES    Corporate      100.00     224,000         165,314         1,653         12/15/2025   

Furnas

   UHE Simplício    BNDES    Corporate      100.00     1,034,410         705,108         7,051         7/15/2026   

Furnas

   UHE Baguari    BNDES    Corporate      100.00     60,153         39,726         397         7/15/2026   

Furnas

   DIVERSOS    Banco do Brasil    Corporate      100.00     750,000         758,922         7,589         10/31/2018   

Furnas

   Rolagem BASA 2008    Banco do Brasil    Corporate      100.00     208,312         211,777         2,118         2/7/2018   

Furnas

   Projetos de Inovação    FINEP    Corporate      100.00     268,503         163,880         1,639         11/15/2023   

Furnas

   Financiamento corporativo    Banco do Brasil    Corporate      100.00     400,000         430,918         4,309         12/6/2023   

Furnas

   UHE Santo Antônio    BNDES    SPE      39.00     1,594,159         1,968,315         19,683         3/15/2034   

Furnas

   UHE Santo Antônio    BNDES    SPE      39.00     1,574,659         2,033,066         20,331         3/15/2034   

Furnas

   UHE Santo Antônio    BASA    SPE      39.00     196,334         247,102         2,471         12/15/2030   

Furnas

   UHE Santo Antônio    Debentures Issuance    SPE      39.00     163,800         204,398         2,044         1/24/2023   

Furnas

   UHE Santo Antônio    Debentures Issuance    SPE      39.00     273,000         318,042         3,180         3/1/2024   

Furnas

   UHE Foz do Chapecó    BNDES    SPE      40.00     435,508         405,692         4,057         9/15/2027   

Furnas

   UHE Foz do Chapecó    BNDES    SPE      40.00     217,754         205,308         2,053         9/15/2027   

Furnas

   UHE Foz do Chapecó    BNDES    SPE      40.00     4,009         3,083         31         9/15/2027   

Furnas

   Centroeste de Minas    BNDES    SPE      49.00     13,827         10,924         109         4/15/2023   

Furnas

   Serra do Facão    BNDES    SPE      49.47     257,263         218,804         2,188         6/15/2027   

Furnas

   Goiás Transmissão    BNDES    SPE      49.00     49,000         49,372         494         12/1/2031   

Furnas

   Goiás Transmissão    BNDES    SPE      49.00     64,435         58,977         590         1/15/2027   

Furnas

   MGE    BNDES    SPE      49.00     58,359         49,163         492         1/15/2027   

Furnas

   Transenergia São Paulo    BNDES    SPE      49.00     9,212         8,641         86         12/15/2028   

Furnas

   Rei dos Ventos 1 Eolo    BNDES    SPE      24.50     30,851         28,235         282         10/15/2029   

Furnas

   Brasventos Miassaba 3    BNDES    SPE      24.50     30,984         28,425         284         10/15/2029   

Furnas

   Rei dos Ventos 3    BNDES    SPE      24.50     32,533         29,757         298         10/15/2029   

Furnas

   IE Madeira    BASA    SPE      24.50     65,415         76,321         763         7/10/2032   

 

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Furnas

   IE Madeira    BNDES    SPE      24.50     455,504         404,196         4,042         2/15/2030   

Furnas

   IE Madeira    Debentures Issuance    SPE      24.50     85,750         115,626         1,156         3/18/2025   

Furnas

   Teles Pires    BNDES    SPE      24.50     296,940         339,515         3,395         2/15/2036   

Furnas

   Teles Pires    BNDES    SPE      24.50     294,000         338,346         3,383         2/15/2036   

Furnas

   Teles Pires    Debentures Issuance    SPE      24.50     160,680         211,162         2,112         5/31/2032   

Furnas

   Caldas Novas Transmissão    BNDES    SPE      49.90     2,418         2,033         20         5/15/2023   

Furnas

   Caldas Novas Transmissão    BNDES    SPE      49.90     5,536         4,997         50         3/15/2028   

Furnas

   Belo Monte Transmissora de Energia S. A.    State Grid Brazil S.A.    Corporate      100.00     294,700         139,274         1,393         7/28/2029   

Furnas

   Mata de Santa Genebra    Debentures Issuance    SPE      49.90     234,031         234,031         2,340         3/12/2016   

Amazonas

   Amazonas    Confissão de Dívida - Petrobras/BR    Corporate      100.00     2,405,979         2,297,400         22,974         1/30/2025   

Eletroacre

   Eletroacre    Confissão de Dívida - Petrobras/BR    Corporate      100.00     91,774         87,568         876         1/30/2025   

Boa Vista

   Boa Vista    Confissão de Dívida - Petrobras/BR    Corporate      100.00     19,320         17,665         177         12/31/2024   

Cepisa

   Projeto Corporativo    CEF    Corporate      100.00     94,906         50,146         501         8/30/2016   
             

 

 

    

 

 

    

 

 

    

Total

                46,270,960         41,822,565         418,226      
             

 

 

    

 

 

    

 

 

    

The Company recorded under the operational provisions for noncurrent liabilities the fair value of the amounts guaranteed by the Company over resources already disbursed by the financing banks. The provision is made based on the fair value of the guarantee of Eletrobras, as shown below:

 

     Provision Value  

Guarantees due on 12/31/2012

     189,113   

Charges in the period

     83,682   
  

 

 

 

Guarantees due on 12/31/2013

     272,795   

Charges in the period

     115,165   
  

 

 

 

Guarantees due on 12/31/2014

     387,960   

Charges in the period

     30,266   
  

 

 

 

Guarantees due on 12/31/2015

     418,226   

 

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UHE Simplício – with an installed capacity of 337 MW, that belongs to FURNAS with financing fully guaranteed by the Company.

UHE Mauá – with an installed capacity of 361 MW, in partnership with the subsidiary Eletrosul (49%) and Copel (51%). This project has two contracts with BNDES, where the Company is the guarantor in proportion to its shareholding participation.

UHE Jirau – SPE Energia Sustentável do Brasil, with installed capacity of 3,750 MW. The project’s shareholders are: Eletrosul (20%), Chesf (20%) and GDF Suez Energy,. This project has two contracts with BNDES, to be paid in 240 monthly installments. The company is the guarantor in proportion to stake of its subsidiaries.

UHE Santo Antônio – SPE Santo Antônio Energia – with an installed capacity of 3,568.80 MW. The project’s shareholders are: Furnas (39%), Cemig, Fundo de Investimentos em Participação Amazônica Energia – FIP, Construtora Norberto Odebrecht S/A, Odebrecht Investimentos em Infraestrutura Ltda. and Andrade Gutierrez Participações S/A. The Company is a, intervening guarantor in financing with the BNDES and with the Banco da Amazônia, in proportion to Furnas shareholding participation.

UHE Foz do Chapecó – SPE Foz do Chapecó Energia, with an installed capacity of 855MW. The company is the guarantor of the contract with the BNDES, in substitution of the Bank Financing previously contracted, in proportion to the stake of Furnas (40%).UHE Baguari – with an installed capacity of 140MW that belongs to FURNAS. The Company is the guarantor of 15% of the financing contract with the BNDES

UHE Serra do Facão – SPE Serra do Facão, with an installed capacity of 212.58 MW. The project’s shareholders are: Furnas (49.47%), Alcoa Alumínio S.A. (34.97%), DME Energética (10.09%) and Camargo Corrêa Energia S.A. (5.47%). The company is the guarantor in the contract with the BNDES, in proportion to stake of Furnas.

Norte Brasil Transmissora – SPE – The project’s shareholders are Eletronorte (24.5%) and Eletrosul (24.5%) and its objective is the implementation, operation and maintenance of the Porto Velho/Araraquara transmission line, with an extension of 2,412 km.

Manaus Transmissora de Energia – SPE – The project’s shareholders are Eletronorte (30%) and Chesf (19.5%), and its objective is the implementation, operation and maintenance 4 substations and 587 km transmission line (LT Oriximiná/Itacoatiara/Cariri). The Company is the guarantor of two financing (BASA and BNDES) in proportion to stake of its subsidiaries.

Mangue Seco 2 – The project’s shareholders are Eletrobras (49%) and Petrobras (51%) its objective is the implementation, operation and maintenance of three wind farms in Guararé, in the State of Rio Grande do Norte. The company is the guarantor in the financing agreement with the BNB, in proportion to its stake.

UHE Batalha – with an installed capacity of 52.5 MW, that belongs to FURNAS with BNDES financing fully guaranteed by the Company

IE Madeira – SPE Interligação Elétrica – The project’s shareholders are Furnas (24.5%) and Chesf (24.5%). The company is the guarantor in the financing agreements with the BNDES, in proportion to its stake

UHE Belo Monte – SPE Norte Energia, with an installed capacity of 11,233 MW – The project’s shareholders are Chesf (15%), Eletronorte (19.98%) and Eletrobras (15%) among other partners. The company is the guarantor in relation to the insurer J MALUCELLI, under the guarantee insurance contract, in the in proportion to the stake of Company and its subsidiaries. The Company is also garantor in a loan agreement with the BNDES in the in proportion to the stake of Company and its subsidiaries.

Angra III – the company is the guarantor for the financing of Eletronuclear with the BNDES, to build the corporate project of the NTU Angra III.

The Company does not have any other off-balance sheet arrangements that have or reasonably likely to have a current or future effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources other than the transactions described above.

 

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F. Contractual Obligations

We set out below, on a consolidated basis, our long-term debt, long-term purchase obligations, leasing obligations, actuarial debt and obligations for asset retiring for the periods, including contractual interest obligations, when applicable, presented as follows:

 

     Payments due by period as of
December 31, 2015
 
     2017      2018      2019      2020      2021
and after
 
     (in R$ millions)  

Long-term debt obligations

     16,138         8,241         8,241         8,241         17,884   

Leasing obligations

     92         102         113         125         738   

Post-employment benefits

     1,006         1,124         1,257         1,404         1,211   

Decommissioning of nuclear power plants (1)

     —           —           —           —           2,090   

Purchase obligations

     5,664         3,640         3,777         3,679         299,117   

Generation

     1,349         1,307         1,342         1,301         11,998   

Transmission

     —           —           —           —           —     

Distribution

     4,315         2,333         2,435         2,378         287,119   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL

     22,900         13,107         13,388         13,449         321,040   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Decommissioning of nuclear power plants.

The decommissioning of nuclear power plants relates to the asset retirement obligation for these plants and the costs to be incurred at the end of their useful lives.

Decommissioning can be understood as a set of measures taken to safely decommission a nuclear plant, reducing residual radioactivity to levels that permit the site of the plant to be classified as of restricted use or of unrestricted use.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Board of Directors and Senior Management

We are managed by our Conselho de Administração (or Board of Directors), composed of up to ten members, and by our Board of Executive Officers, which currently consists of six members. Our by-laws also provide for a permanent Conselho Fiscal (or Fiscal Council), which is made up of five effective members and their respective alternates. Pursuant to our by-laws, all members of our Board of Directors, Board of Executive Officers and Fiscal Council must be Brazilian citizens.

Board of Directors

The members of our Board of Directors are elected at the general shareholders meeting for a renewable term of one year. As our majority shareholder, the Brazilian Government has the right to appoint seven members of our Board of Directors, of which six are appointed by the MME and one by the Ministério do Estado do Planejamento, Orçamento e Gestão (the Planning, Budget and Management Ministry). The minority shareholders have the right to elect one member, the holders of preferred shares without voting rights representing at least ten percent of our total capital have the right to elect one member and one director shall be elected as a representative of the employees of the company. Currently, our Board of Directors is composed of nine members. One of the members of the Board of Directors is appointed as Chairman. The address of our Board of Directors is Av. Presidente Vargas, 409 13º andar – Rio de Janeiro.

Historically, our Board of Directors meets once a month and when called by a majority of the directors or the Chairman. Among other duties, our Board of Directors is responsible for: (i) establishing our business guidelines; (ii) determining the corporate organization of our subsidiaries or any equity participation by us in other legal entities; (iii) approving our entering into any loan agreement and determining our financing policy; and (iv) approving any guarantee in favor of any of our subsidiaries in connection with any financial agreement.

 

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The table below sets out the current members of our Board of Directors and their respective positions. The mandate of each member of our Board of Directors expires at the next Ordinary Shareholders’ Meeting. Each member was elected by the Brazilian Government except for Mozart de Siqueira Campos Araújo, who was elected by our minority shareholders and Jailson José Medeiros Alves who was elected as a representative of our employees. On August 2, 2016, Jailson José Medeiros Alves was replaced by Carlos Eduardo Rodrigues Pereira. Given the lack of the minimum quorum in our by-laws the holders of preferred shares representing at least ten percent of our total capital were not able to elect one member of the Board of Directors under the Extraordinary Shareholders’ Meeting held on July 22, 2016.

 

Name

   Position  

José Luiz Alqueres

     Chairman   

Wilson Pinto Ferreira Junior

     Director   

Vicente Falconi Campos

     Director   

Ana Paula Vitali Janes Vescovi

     Director   

Elena Landau

     Director   

Carlos Eduardo Rodrigues Pereira

     Director   

Mozart de Siqueira Campos Araújo

     Director   

Esteves Pedro Colnago Júnior

     Director   

José Pais Rangel

     Director   

José Luiz Alqueres – Board Member: Mr. José Luiz Alqueres holds a degree in engineer from Pontifícia Universidade Católica do Rio de Janeiro in 1966. He subsequently attended social science at IFCS-UFRJ and did post-graduation courses in Brazil, the United States and France. He was a professor at PUC-Rio, FAU-UFRJ, IBMEC and FGV. He was National Energy Secretary in 1992. He was CEO of CERJ, Eletrobras, Alstom do Brasil, MDU do Brasil, Light Serviços de Eletricidade S.A. He also worked at Banco Nacional de Desenvolvimento Econômico e Social - BNDES, and he also held the position of officer of BNDESPAR and Banco Bozano Simonsen in addition to being member of several boards of directors of companies such as Calyon-Credit Lyonnais, FIP-Pactual, Rio Bravo and large companies from the energy sector such as Itaipu, Furnas, Chesf, Eletrosul, Eletronuclear, Cesp, CEMIG, EDP, CPFL, among others. He is currently partner and officer of JLA – JL Alquéres Consultores Associados Ltda., Rio Bravo Investimento.

Wilson Pinto Ferreira Junior – Board Member: Mr. Wilson Pinto Ferreira Junior holds a degree in Electrical Engineering from Escola de Engenharia da Universidade Mackenzie in 1981 as well as a degree in Business Administration from Faculdade de Ciências Econômicas, Contábeis e Administrativas da Universidade Mackenzie in 1983. He subsequently obtained a master’s degree in Energy from Universidade de São Paulo (USP) as well as several specializations, among which Work Safety Engineering (Universidade Mackenzie), Marketing (Fundação Getúlio Vargas) and Electricity Distribution Administration (Swedish Power Co.). In Companhia Energética de São Paulo (Cesp) he has held several positions, including Distribution Officer (1995 to 1998). He was Chief Executive Officer of RGE from 1998 to 2000, chairman of the Board of Directors of Bandeirante Energia S.A. from 2000 to 2001 and Chief Executive Officer of CPFL Paulista between 2000 and 2002. In 2002 he also was appointed Chief Executive Officer of CPFL Energia, position he has occupied up to 2016. He has also acted as President of Brazilian Association of Electricity Distributors – Abradee (Associação Brasileira de Distribuidores de Energia Elétrica) between the years of 2009 and 2010. He is the chairman of the board of directors of Furnas, Chesf, Eletronorte and Eletrosul.

Vicente Falconi Campos - Board Member: Mr. Vicente Falconi Campos holds a degree in Engineering from Universidade Federal de Minas Gerais (UFMG) in 1963 and holds diplomas of M.Sc. and Ph. D. in Egineering by Colorado School of Mines, USA, obtained in 1968 and 1971. Founder and chariman of the board of directors of FALCONI – Consultores de Resultados, the largest management consulting company in Brazil. He is a Board member of AmBev, BRF- Brasil Foods and ELETROBRAS. He is an emeritus professor of UFMG. He has been awarded the Medal Order of Rio Branco for services rendered to the nation. Chosen by the American Society for Quality Control as one of the “21 voices of the 21st century”. He has worked on JUSE – Union of Japanese Scientists and Engineers.

Ana Paula Vitali Janes Vescovi – Board Member: Mrs. Ana Paula Vitali Janes holds a degree in Economics from Universidade Federal do Espírito Santo. She holds a master degree in Public Sector Economy from Universidade de Brasília (2001) and a master degree in Public Administration from Escola Brasileira de Administração Pública da Fundação Getúlio Vargas do Rio de Janeiro – FGV/RJ. Between 2007 and 2010 she was president of Instituto Jones dos Santos Neves and Secretary of the State of Espírito Santo. Between 2010 and 2014 she was assistant to Senator Ricardo Ferraço. Between 2015 and 2016 she was Finance Secretary of the State of Espírito Santo and is currently National Treasury Secretary.

 

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Elena Landau – Board Member: Mrs. Elena Landau holds a degree in Economics from Pontifícia Universidade Católica do Rio de Janeiro (PUC-RIO) in 1976 and holds a master degree in Economics from PUC-RIO in 1982. Moreover, she is a lawyer graduated from PUC-RIO in 2006 and holds a post-graduation certificate on Corporate Law and Capital Markets from Fundação Getúlio Vargas FGV/RJ (2003) as well as a “Short Course on Regulation” from London School of Economics (2008). Since 2007 she is a partner at Sérgio Bermudes law firm. Between 2010 and 2011 she was Vice-President of the Electric Energy Commission from the Rio de Janeiro State Bar (OAB/RJ) and between 2007 and 2011 she was Coordinator of the Regulatory Legal Committee of ABCE – Associação Brasileira de Companhias de Energia Elétrica. Since 2010 she became general counsel of ABCE. Moreover, she has held several leadership positions in the public and private initiatives, such as Manager Officer of Bear Stearns Investment Bank in Brazil, officer of BNDES, responsible for the National Privatization Program (“Programa Nacional de Desestatização”), BNDES CEO Special Advisor, Sub-Chief of the Economic Department of National Industry Confederation (Confederação Nacional da Indústria).

Carlos Eduardo Rodrigues Pereira – Board Member: Mr. Carlos Eduardo Rodrigues Pereria holds a degree in Electric Engineer from Universidade Federal do Rio de Janeiro (UFRJ). He holds a master’s degree in Electricity Engineering from COPPE/UFRJ (with emphasis on Electromagnetic Transients). He holds a MBA in Economy and Energy Management from COPPEAD/UFRJ, a certificate from IBGC on Formation of Members of Boards of Directors, a certificate on International Accounting Rules from FIPECAFI and a certificate in Regulation from FGV. At the beginning of his career at the electric industry he worked at the Transmission Management Office of ONS, the National System Operator, where he remained between 2003 and 2004. He has also worked, between 2006 and 2010, at the laboratories of Centro de Pesquisas de Energia Elétrica (CEPEL), at the then denominated Lines and Stations Department (Departamento de Linhas e Estações), in researches related to the high-tension area. In 2010, he joined Eletrobras to work at the Transmission Planning Studies Division. In 2015, he started working at the Advisory Office for Regulation Management and Institutional Relations, where he remains up to this date.

Mozart de Siqueira Campos Araújo – Board Member: Mr. Mozart de Siqueira Campos Araújo holds a master degree in Electric Engineer from Univerisidade de Pernambuco (UPE) in 1976, and holds a Ph.D. degree in Electro technology from Institut National Polytechnique of Grenoble, France, in 1979. He is also an associate professor since 1996 of the graduation course of Electric Engineering at UPE as well as an executive of Itamarati Norte S.A. – Agropecuária (Energy/Investments company of the Brennand group). Since 2005 he is the chairman of the board of directors of ABAGEL – Associação Brasileira de Geração de Energia Limpa.

Esteves Pedro Colnago Júnior – Mr. Esteves Pedro Colnago Júnior holds a degree in Economics from Universidade de Brasília in 1996 and holds a master degree in Economic Sciences from Universidade de Brasília (2004). In addition, he has obtained a post-graduation certificate in Public Accounting, also from Universidade de Brasília, in 2000. Since 1998 he is an analyst of the Central Bank of Brazil. Moreover, he was the General Coordinator of the Economic Policy Secretariat of the Ministry of Finance between 2005 and 2011 as well as Programs Officer of the Executive Secretariat of the Ministry of Finance between 2011 and 2015. In 2015 he held the positions of Programs Officer and Deputy Executive Secretary to the Executive Secretariat of the Ministry of Planning, Budget and Management, position he currently holds. Mr. Esteves Colnago Júnior is a member of the board of directors of Instituto de Resseguros do Brasil (IRB), he was once chairman of Conselho de Recursos do Sistema Financeiro Nacional (CRSFN) and professor of Instituto de Ensino Superior de Brasília (IESB).

José Pais Rangel – Mr. José Pais Rangel is a Lawyer with great experience on publicly-held companies, having exercised the following roles at the Central Bank of Brazil: Capital Markets Inspector, Inspection Supervisor of Capital Markets, Inspection Regional Head of Capital Markets, Head of Public Debt Department, Market Transactions Manager, Project Coordinator and responsible for implementation of SELIC system in the Brazilian Financial Market, Founder and member of the Board of Trustees of CENTRUS – Fundação Banco Central de Previdência Privada, Coordinator of the Privatization Program of companies contolled by the Central Bank of Brazil, Chairman of the board of directors of Cia. América Fabril, member of the board of directors of Cia. Fábrica de Tecidos Dona Isabel, Advisor of the Presidency of the Republic – SEPLAN/Special Privatization Committee, Chief Executive Officer of Cia. Nacional de Tecidos Nova América, and liquidator of the following state-owned companies: DIGIBRÁS (Empresa Digital Brasileira S.A.), DIGIDATA (Eletrônica S.A.) and PROEL (Processos

 

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Eletrônicos Ltda.). He currently holds the following positions: Vice-President of Banco Clássico S.A., member of the board of directors of Companhia Distribuidora de Gás do Rio de Janeiro — CEG, member of the board of directors of Tractebel Energia S.A., member of the board of directors of Kepler Weber S.A. and member of the board of directors of Cia. Energética de Minas Gerais — CEMIG (all publicly-held companies). He is an Investment Funds Manager duly authorized by CVM.

Board of Executive Officers

Our Board of Executive Officers is currently made up of seven members appointed by our Board of Directors for a three-year term. Historically, our Board of Executive Officers meets every week, or when called by a majority of the officers or by the Chief Executive Officer. Our Board of Executive Officers determines our general business policy, is responsible for all matters related to our day-to-day management and operations and is the highest controlling body with regards to the execution of our guidelines. We have no control over appointments of our officers because all such appointments are made by our board of directors. The address of our Board of Executive Officers is Av. Presidente Vargas, 409 13º andar – Rio de Janeiro.

The members of our current Board of Executive Officers were appointed by our Board of Directors and their names and titles are set out below:

 

Name

  

Position

Wilson Pinto Ferreira Junior    Chief Executive Officer
Armando Casado de Araújo    Chief Financial and Investor Relations Officer
Carlos Eduardo Gonzalez Baldi    Chief Generation Officer
Alexandre Vaghi de Arruda Aniz    Chief Administrative Officer
Luiz Henrique Hamann    Chief Distribution Officer
José Antonio Muniz Lopes    Chief Transmission Officer
Lucia Maria Martins Casasanta    Chief Compliance Officer

Mr. Wilson Pinto Ferreira Junior – Chief Executive Officer: See “ – Board of Directors.”

Mr. Armando Casado de Araújo – Chief Financial Officer and Investor Relations Officer: Mr. Araújo has over 30 years of experience in the domestic electric power sector. He worked for Eletronorte as Budget Superintendent from 1977. He was then appointed President of the Integração Transmissão de Energia S.A. He has worked at Eletrobras since June 2008 when he became the assistant to and substitute of the Chief Financial Officer. He was appointed as Chief Financial Officer and Investor Relations Officer on March 30, 2010. Mr. Araújo holds a degree in Business Administration from Faculdade de Ciências Exatas, Administrativas e Sociais de Brasília, and has completed several post-graduate courses in Finance. He is a member of the board of directors of Furnas, Chesf, CGTEE and Eletrosul.

Mr. Carlos Eduardo Gonzalez Baldi - Chief Generation Officer: Mr. Carlos Eduardo Gonzalez Baldi is a Mechanical Enggineer who graduated from Universidade Federal Fluminense (UFF) in 1988. He holds a post-graduation certificate in Solid Mechanics from Pontifícia Universidade Católica do Rio de Janeiro (PUC/RJ) obtained in 1994 and a specialization in Welding Engineering from the German Welding Association – DSV Mannheim GmbH obtained in 1995. He also holds a MBA in Business Management from Fundação Getúlio Vargas (2005) and is currently obtaining a certificate in Corporate Law at Fundação Getúlio Vargas. Since 2010 he is a partner and officer of HLCE – Consultoria e Assessoria Empresarial Ltda. Between 2011 and 2012 he was the Chief Executive Officer of the Pecém Harbor Project at Energia Pecém.

Mr. Alexandre Vaghi de Arruda Aniz – Administrative Officer: Mr. Aniz is a lawyer, graduated from Mackenzie University and specialized in Corporate Income Tax by Apet. He served as vice president and acting president of the Commercial Registry of the State of São Paulo and CEO of Ceret Foundation (now Workers’ Park), and has held, in São Paulo, the offices of subprefect of Ipiranga, chief of staff at the subprefecture of Vila Mariana and legal advisor and chairman of the Bidding Committee of the subprefecture of Cidade Tiradentes. Founding partner of Aniz e Araujo Sociedade de Advogados, in the private sector he was the CEO and chairman of the Board of Directors of 3e Energia e Participações S.A., a member of the Fiscal Council of companies of the group Jahu Construtora e Incorporadora S.A. and a member of the Commission of Environment and Risk Management of Abamec (current Apimec). He is a member of the board of directors of Eletronuclear.

 

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Mr. Luiz Henrique Hamann – Distribution Officer: Luiz Henrique Hamann is a Business Administrator who graduated from Faculdade Católica de Ciências Humanas/DF and who holds a MBA in Business Management from Fundação Dom Cabral. Between 2011 and 2013, and also between 2015 and 2016, Mr. Luiz Henrique Hamann was Assistant to Eletrobras’ Chief Financial and Investor Relations Officer. Between 2013 and 2015 he was Chief Executive Officer of Companhia Energética de Roraima (CERR). He is the chairman of the board of directors of Amazonas Energia, Ceal, Cepisa, Ceron, Boa Vista Energia e Eletroacre.

Mr. José Antonio Muniz Lopes Transmission Officer: Mr. Lopes was appointed Chief Executive Officer of Eletrobras on March 6, 2008. On March 4, 2008 at the Extraordinary General Stockholders Meeting he was elected a member of our Board of Directors. Mr. Lopes has held several executive positions in companies in the Eletrobras group, such as Chief Executive Officer and Director of Planning and Engineering at Eletronorte from 1996 to 2003, Chief Executive Officer, Managing Director and Chief Financial Officer at Chesf from 1992 to 1993 and Chief Executive Officer at Eletrobras from March 2008 to February 2011. Mr. Lopes was also Deputy Director of the National Department of Energy Development – DNDE of theMME, where he also served as the Executive Secretary. Mr. Lopes holds a degree in Electrical Engineering from the Universidade Federal de Pernambuco. He is an expert in the Brazilian electricity sector in which he has worked for more than 30 years.

Ms. Lucia Maria Martins Casasanta Compliance Officer: Ms. Lucia Maria Martins Casasantais an Economist graduated from Universidade Federal de Minas Gerais in 1983, as well, as an Accountant graduated from Universidade Santa Úrsula, in Rio de Janeiro, in 1993. She also holds a post-graduation certificate in Financial Management from Fundação Dom Cabral, in Minas Gerais, obtained in 1984. Her professional experience includes 30 years working with Audit & Risk Management functions, of which 13 years as a Partner. Between 1984 and 2002 she acted as an auditor at Arthur Andersen, holding positions ranging from trainee to partner. From 2002 to 2013 she acted as an Audit and Risk Management partner at Deloitte. On April, 2014, she was elected as a coordinator of Rio de Janeiro’s chapter of Instituto Brasileiro de Governança Corporativa (IBGC). Also, she implemented and coordinated the Compliance Committee at Personal Service from October 2015 to July 2016, was a member of the Fiscal Council of Eneva S.A. from August 2015 to April 2016 and has been a member of the Compliance Committee at Brazilian Fast Food Corp. – BFFC, since August 2015.

B. Compensation

The compensation of our Board of Directors, Board of Executive Officers and Fiscal Council is determined by our shareholders at the Ordinary Shareholders’ Meeting held within the first four months of the financial year. That compensation may also include a profit sharing amount at the discretion of our shareholders.

For 2015, 2014 and 2013, the aggregate consolidated compensation paid to our Directors, Officers and members of the Fiscal Council (excluding that paid by Itaipu) was R$ 42.8 million, R$ 35.9 million, R$ 33.9 million respectively.

C. Board Practices

Service Contracts

We do not have service contracts with any member of our Board of Directors, Board of Executive Officers or Fiscal Council.

Fiscal Council

Our Fiscal Council is established on a permanent basis and consists of five members and five alternates elected at the annual shareholders meeting for renewable one-year terms. The Brazilian Government has the right to appoint three of the members of our Fiscal Council, and both the minority shareholders and the holders of our preferred shares without voting rights, have the right to appoint one member each. The fiscal Council was adapted in 2006 to comply with the requirements of the Sarbanes-Oxley Act and it functions like an Audit Committee.

In addition, the Fiscal council supervises management to ensure compliance with the Company’s By-Laws and constitutive documents obligations.

 

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The current members of our Fiscal Council as of December 31, 2015, set out in the table below, and respective alternates were elected during the general shareholders meeting held during April 29, 2016 and in which we elected five members and respective alternates to the Fiscal Council. Their terms of office are due to end at the ordinary shareholder meeting scheduled for 2017.

The meetings occur monthly, although, meeting may also occur on an ad hoc basis whenever called by the President of the Council.

 

Member

  

Alternate

Eduardo Cesar Pasa    David Meister
Agnes Maria de Aragão da Costa    Leila Przytyk
Luis Felipe Vital Nunes Pereira    Fabiana Magalhães Almeida Rodopoulos
Ronaldo Dias    João Gustavo Specialski Silveira
Aloisio Macario Ferreira de Souza    Patrícia Valente Stierli

D. Employees

As of December 31, 2015, we (excluding Itaipu) had a total of 22,205 salaried employees compared to 22,215 employees as of December 31, 2014 and 25,500 as of December 31, 2013. Eletrobras, excluding Itaipu and other subsidiaries, had 1,016 employees as of December 31, 2015. For the past five years we have not experienced any strikes or other form of work stoppage that have affected our operations or had a significant impact on our results.

In 2013, as part of our cost reduction measures, we offered an early Voluntary Redundancy Scheme (Programa de Incentivo ao Desligamento), or PID, which 4,448 of our employees accepted. 4,221 and 557 employees left Eletrobras at the end of 2013 and 2014, respectively, as part of the PID. In 2014, this program was extended to our subsidiary Eletronuclear and 623 employees accepted its terms. This program provided us with an annual cost saving of R$ 1,266 billion in 2014.

The significant reduction in the number of employees as of December 31, 2014 when compared to December 31, 2013 is mainly related to the Voluntary Redundancy Scheme (please see note 29.2 of our consolidated financial statements for further information) affecting 4,778 employees and the restructuring of the corporate, organizational and managerial aspects of Eletrobras’ business model.

As a mixed capital company, we cannot hire employees without a public contest. A public contest involves us placing advertisements in the Brazilian press for open positions and inviting applicants to sit an examination. Our last public contest took place in 2010, as a result of which we hired approximately 35 new employees. Over the course of 2015, we hired 554 new employees, 479 thorugh a public contest and 75 were reinstated pursuant to court orders.

The following table sets out the number of employees hired by Eletrobras’s companies in the periods indicated:

 

Subsidiary

   Number of Outsourced
Employees as of
December 31,
 
     2015      2014  

Eletronorte

     362         382   

Furnas

     1,178         1,330   
  

 

 

    

 

 

 

Total

     1,540         1,712   
  

 

 

    

 

 

 

The national collective bargaining agreement encompasses all subsidiaries of Eletrobras and its purpose is to unify procedures and policies by having all negotiations with employees’ representatives taking place concurrently.

 

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These negotiations are made on a national level with representatives of several unions and associations, such as: Federação Nacional dos Urbanitários; Federação Nacional dos Engenheiros; Federação Nacional dos Trabalhadores em Energia, Água e Meio Ambiente; Federação Nacional dos Administradores; Federação Interestadual do Sindicato de Engenheiros; Federação Nacional dos Técnicos Industriais; Federação Regional dos Urbanitários do Nordeste; Federação Nacional das Secretárias e Secretários; Sindicato Nacional dos Advogados e Procuradores de Empresas Estatais; and Sindicatos dos Urbanitários de Alagoas, Rio de Janeiro, Distrito Federal, Amapá, Rondônia, Roraima, Maranhão, Amazonas, Mato Grosso, amongst others.

The specific collective bargaining agreement has the same term and was entered into concurently with the national collective bargaining agreement. It contains specific provisions for each company and it was negotiated with the specific unions that apply to each company.

The 2015 collective bargaining agreement was concluded before the Vice President of the Superior Labor Court (Tribunal Superior do Trabalho – TST.

The provisions of the previously existing collective bargaining agreement were renewed, with the replacement of IPCA, as disclosed by Instituto Brasileiro de Geografia e Estatística – IBGE, for the previous existing period (May 2014 through May 2015).

E. Share Ownership

As of December 31, 2015, Manoel Jeremias Leite Caldas was the only member of our Fiscal Council to hold shares. He held 103,000 of our common shares. The following tables show current ownership of our shares by members of our Board of Directors and Board of Executive officers:

Board of Directors

 

Name

   Number of
Preferred
Shares held
     Number of
Common
Shares
held
 

José Luiz Alqueres

     —           —     

Wilson Pinto Ferreira Junior

     —           —     

Vicente Falconi Campos

     2,260,800¹         —     

Ana Paula Vitali Janes Vescovi

     —           —     

Elena Landau

     —           —     

Esteves Pedro Colnago Júnior

     —           —     

Carlos Eduardo Rodrigues Pereira

     —           —     

José Pais Rangel

     56,000         32,000   

Mozart de Siqueira Campos Araújo

     —           —     

 

¹ Through exclusive fund Star Tours.

Board of Executive Officers

 

Name

   Number of
Preferred
Shares
held
     Number of
Common
Shares
held
 

Wilson Pinto Ferreira Junior

     —           —     

Armando Casado de Araújo

     —           —     

Carlos Eduardo Gonzalez Baldi

     —           —     

Alexandre Vaghi de Arruda Aniz

     —           —     

Luiz Henrique Hamann

     —           —     

José Antonio Muniz Lopes

     —           1   

Lucia Maria Martins Casasanta

     —           —     

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

As of December 31, 2015, the aggregate amount of our outstanding capital stock was R$ 31,305 million, consisting of 1,087,050,297 outstanding common shares, together with 146,920 outstanding class “A” preferred shares and 265,436,883 outstanding class “B” preferred shares. This represented 80.4%, 0.01% and 19.6% of our aggregate outstanding capital stock respectively.

 

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As of December 31, 2014, the aggregate amount of our outstanding capital stock was R$ 31,305 million, consisting of 1,087,050,297 outstanding common shares, together with 146,920 outstanding class “A” preferred shares and 265,436,883 outstanding class “B” preferred shares. This represented 80.4%, 0.01% and 19.6% of our aggregate outstanding capital stock respectively.

As of September 30, 2016, we had 2,536 beneficial and 15 registered holders of ADS representing common shares and 830 beneficial and 8 registered holders of ADS representing preferred shares.

As of December 31, 2014, we had 21,394 beneficial and 17 registered holders of ADS representing common shares and 6,716 beneficial and 8 registered holders of ADS representing preferred shares.

The following tables show information relating to beneficial ownership in our common and preferred shares as of December 31, 2015 and December 31, 2014:

As of December 31, 2015

 

Shareholder

   Common Shares     Class A Preferred
Shares
    Class B Preferred
Shares
    Total  
     (number)      %     (number)      %     (number)      %     (number)      %  

Brazilian Government

     554,395,652         51.00          1,544         0.00     554,397,196         40.99

BNDES Participações S.A

     141,757,951         13.04          18,691,102         7.04     160,449,053         11.86

BNDES

     74,545,264         6.86          18,262,671         6.88     92,807,935         6.86

FND

     45,621,589         4.20             0.00     45,621,589         3.37

FGHAB

     1,000,000         0.09             0.00     1,000,000         0.07

CEF

     8,701,564         0.80             0.00     8,701,564         0.64

FGI

        0.00          8,750,000         3.30     8,750,000         0.65

Others

     261,028,277         24.01     146,920         100.00     219,731,566         82.78     480,906,763         35.55

Under BM&FBOVESPA Custody

     259,494,572         23.87     81,384         55.39     206,903,805         77.95     466,479,761         34.49

Resident

     124,893,621         11.49     81,383         55.39     90,516,497         34.10     215,491,501         15.93

Non Resident

     53,229,265         4.90     1         0.00     95,124,435         35.84     148,353,701         10.97

J.P. Morgan Chase Bank

     81,371,686         7.49        0.00     21,262,873         8.01     102,634,559         7.59

Others

     1,533,705         0.14     65,536         44.61     12,827,761         4.83     14,427,002         1.07

Resident

     1,533,459         0.14     65,509         44.59     12,827,548         4.83     14,426,516         1.07

Non Resident

     246         0.00     27         0.02     213         0.00     486         0.00
  

 

 

      

 

 

      

 

 

      

 

 

    

Total

     1,087,050,297         100.00     146,920         100.00     265,436,883         100.00     1,352,634,100         100.00

As of December 31, 2014

 

Shareholder

   Common Shares     Class A Preferred
Shares
     Class B Preferred
Shares
    Total  
     (number)%            (number)%             (number)%            (number)%         

Brazilian Government

     554,395,652         51.00           1,544         0.00     554,397,196         40.99

BNDES Participações S.A

     141,757,951         13.04           18,691,102         7.04     160,449,053         11.86

BNDES

     74,545,264         6.86           18,262,671         6.88     92,807,935         6.86

FND

     45,621,589         4.20                45,621,589         3.37

FGHAB

     1,000,000         0.09                1,000,000         0.07

FGEDUC

     8,279,030         0.76                8,279,030         0.61

 

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Shareholder

   Common Shares     Class A Preferred
Shares
    Class B Preferred
Shares
    Total  
     (number)      %     (number)      %     (number)      %     (number)      %  

CEF

     8,701,564         0.80               8,701,564         0.64

FGI

               8,750,000         3.30     8,750,000         0.65

Others

     252,749,247         23.25     146,920         100.00     219,731,566         82.78     472,627,733         34.94

Under BM&FBOVESPA Custody

     252,643,306         23.24     86,122         58.62     204,506,596         77.05     457,236,024         33.80

Resident

     82,373,911         7.58     86,121         58.62     101,263,609         38.15     183,723,641         13.58

Non Resident

     85,329,430         7.85     1         0.00     77,123,405         29.06     162,452,836         12.01

J.P. Morgan Chase Bank

     84,939,965         7.81        0.00     26,119,582         9.84     111,059,547         8.21

Others

     105,941         0.01     60,798           15,224,970         5.74     15,391,709         1.14

Resident

     77,866         0.01     60,771         41.36     15,220,968         5.73     15,359,605         1.14

Non Resident

     28,075         0.00     27         0.02     4,002         0.00     32,104         0.00
  

 

 

      

 

 

      

 

 

      

 

 

    

Total

     1,087,050,297         100     146,920         100     265,436,883         100     1,352,634,100         100

B. Related Party Transactions

We administer certain funds, including the RGR fund, CCC Account and CDE Account, on behalf of the Brazilian Government, our controlling shareholder. According to Provisional Measure No. 735, as from January 2017 the funds will be transferred to CCEE.

We sometimes act together with other Brazilian state owned companies or governmental entities. These activities are mainly in the areas of technical cooperation and research and development. In 2000, our Board of Directors approved the execution of a Technical and Financial Cooperation Agreement between ourselves and the MME, for us to perform feasibility studies in relation to the Brazilian hydrographic base, with the purpose of identifying potential sites for the future construction of hydroelectric plants.

In addition, we have also made a number of loans to our subsidiaries. For further details please see the description in “Item 4. B, Information on the Company – Business Overview – Lending and Financing Activities – Loans Made by Us.”

We believe our transactions with related parties are conducted on market terms.

For further information see note 46 of the consolidated financial statements.

C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Financial Statements and Other Information

See “Item 18. Consolidated Financial Statements.”

Litigation

As of December 31, 2015, we were a party to numerous legal proceedings relating to civil, administrative, environmental, labor and tax claims filed against us. These claims involve substantial amounts of money and other remedies. Several individual disputes account for a significant part of the total amount of claims against us. We have established provisions for all amounts in dispute considering that in this cases where there is a present obligation (legal or constructive) as a result of a past event, it is probable (more likely than not) there will be an outflow of resources that embodies economic benefits to settle the referred obligation, and the amount to settle the obligation can be estimated reliably. As of December 31, 2015, we provisioned a total aggregate amount of approximately R$ 14,147 million in respect of our legal proceedings, of which R$ 644 million were related to tax claims, R$ 12,498 million were related to civil claims and R$ 1,005 million were related to labor claims.

 

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Environmental Proceedings

We are required to comply with strict environmental laws and regulations that subjected us and/or our subsidiaries to be signatories to the following Conduct Adjustment and Consent Agreements (TAC):

Commitment Agreements entered by and between Eletrobras Eletronuclear and the Cities of Angra dos Reis, Paraty and Rio Claro

Eletronuclear has to comply with conditions set forth in Previous License No. 279/2008 and Installation License No. 591/2009 from IBAMA for the environmental licensing of the Angra 3 nuclear plant. TAC’s have been entered into by Eletronuclear with the Municipalities of Angra dos Reis in October 2009 and of Paraty and Rio Claro in February 2010. Eletronuclear has to implement public policy projects in the Environmental, Civil Defense, Social Assistance, Education, Construction and Public Services, Economic Activities, Health, Sanitation and Cultural areas of these Municipalities until the startup of Angra 3 operations. In the event of default Eletronuclear may ultimately fail to obtain the Operation License for Angra 3 plant.

Conduct Adjustment Agreement (TAC) entered by CGTEE

CGTEE entered into a TAC on April 13, 2011 (as amended on August 16, 2013) on account of (i) environmental adjustments of phases A and B of Presidente Médice plant, located in Candiota, state of Rio Grande do Sul; and (ii) the expiration of the Operation License No. 057/99 in connection with Candiota II thermoelectric plant. The TAC was entered into with the Brazilian Government, represented by the Federal Attorneys Agency (AGU), the MME, the Ministry of the Environment (MMA), IBAMA, CGTEE and Eletrobras. The TAC and its First Amendment set forth several obligations for CGTEE, with a total investment of R$ 241.8 million. After the TAC is concluded, the company expects the operation license for Presidente Médici Plant to be renewed. The TAC’s final deadline is on December 31, 2017, but each measure agreed under the TAC has a specific deadline for its completion.

Non-compliance with any provisions of the TAC subjects CGTEE to daily fines of R$ 30,000.00, as adjusted by official indexes, until the fulfillment of the agreed obligations. The imposition of the fines is independent to and does not prevent the imposition of other applicable penalties, such as administrative fines and embargo, whenever a violation to the environmental laws is verified, or prevent ordinary oversight procedures conducted by IBAMA in the use of its prerogatives. In addition, non-compliance with any of the following obligations within the terms and deadlines set forth in the TAC may result in the immediate shutdown of the Candiota II Complex: (i) shutdown of Phase A; (ii) conclusion of the environmental adequacy of the first unit of Phase B; (iii) conclusion of the environmental adequacy of the second unit of Phase B; and (iv) if the air quality violates the limits set forth in CONAMA Ruling No. 03/90.

Conduct Adjustment Term - TAC - UHE Simplício - Furnas

Furnas has entered on February 20, 2013 into a TAC with the Federal and State Prosecutors’ Offices, and the Municipality of Sapucaia, state of Rio de Janeiro, in connection with sewage treatment stations and water quality control in the influence area of UHE Simplício. Environmental issues identified in the municipalities affected by the Simplicio hydroelectric plant in the Paraiba do Sul river were the cause that led Furnas to enter into this TAC. Furnas committed to construct and maintain sewage treatment plants and collectors networks until such facilities are transferred to the respective municipalities, as well as to monitor the water flow quality. The TAC remains in force and it has 25 items for compliance, but only eight of them were not almost fully implemented. Some undertakings are effective for the duration of the concession.

In the event of delays of more than 15 days of schedule, without the proper information, a daily fine of R$ 10,000.00 will apply. In addition, non-compliance could result in the determination of flow increase in the reduced flow passage (TVR) and in decreased water discharge by the plant, which could lead to a reduction in the volume of energy generated by it.

 

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Conduct Adjustment Term - TAC - LT Itaberá-Tijuco Preto – Furnas

Furnas has entered on December 15, 2000 into a TAC with the Federal Public Prosecutors’ Office, IBAMA; the National Indian Foundation – FUNAI and the Institute of Historical and Artistic Heritage National – IPHAN to remediate effects of deployment of transmission line in São Paulo due to the effects of the implementation of Itaberá Transmission Line - Tijuco Preto III and the Public Civil Action 1999.61.00.048465-6.

According to this TAC, Furnas committed to develop cultural and social projects and programs, programs aiming the protection and development of Animals, Indigenous Communities, the Historical and Archaeological Heritage, among others, related to environmental issues. Furnas understands that all commitments were fully implemented on September, 2016, and presented to the Federal Public Prosecutors’ Office a claim to terminate the TAC. Every action that is not fulfilled is subject to sanctions, and the TAC establishes fines of R$ 25 to R$ 100 depending on the time of default.

Investors’ Class Actions

Between July 22, 2015 and August 15, 2015, two putative securities class action complaints were filed against us and certain of our employees in the United States District Court for the Southern District of New York (SDNY). On October 2, 2015, these actions were consolidated and the Court appointed lead plaintiffs, Dominique Lavoie and the City of Providence. The plaintiffs filed a consolidated amended complaint on December 8, 2015 purportedly on behalf of investors who purchased our U.S. exchange-traded securities between August 17, 2010 and June 24, 2015, and filed a second amended complaint on February 26, 2016. The second amended complaint alleges, among other things, that we and the individual defendants knew or should have known about alleged fraud committed against us by a cartel of construction firms, as well as bribes and kickbacks allegedly solicited and received by our employees; that we and the individual defendants made material misstatements and omissions regarding the alleged fraud; and that our stock price declined when the alleged fraud was disclosed.

The plaintiffs have not specified an amount of damages they are seeking, although such amount, when specified, could be material to us On April 15, 2016, we filed a motion to dismiss the second amended complaint, which was fully briefed and then submitted to the Court on June 17, 2016. The motion remains under consideration by the Court; oral argument has been requested but not yet scheduled. Eletrobras retained US legal counsel and is defending itself against the allegations made in the lawsuits. There has been no substantive decision as to the claim or specific definition as to the amounts involved.

We believe the filings of these complaints do not create a present obligation or of the Company, under IAS 37. Because the litigation is still in its early stages, the discovery process has not yet begun, and the outcome of the litigation is subject considerable uncertainty, it is not possible at this stage for management of the Company to reliably estimate, the potential loss or range of loss, if any, that may result for the ultimate outcome of these legal proceedings. Therefore, no provision has been recognized in our consolidated financial statements. The ultimate outcome of these legal proceedings could have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows in the future.

Criminal Proceedings

With respect to the criminal proceedings involving former Eletronuclear employees, Eletrobras is cooperating with the prosecution, resulting in the Company being given access to court documents and allowing it to question witnesses and co-defendants

Labor Proceedings

As of December 31, 2015, we were party to a number of labor proceedings brought by our employees, former employees and employees of some of our service providers against us, involving a total amount of R$ 1,005 million. Most of those proceedings relate to overtime compensation and its indirect effects, salary equalization, pension payments and payment of rescisory amounts. Although we are a party to a significant number of labor proceedings, we believe that none of those proceedings, when considered individually, could materially adversely affect our results of operations or financial condition.

 

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In connection with successive attempts by the Brazilian Government to curb Brazil’s high inflation rates, Brazilian companies have in the past been required by law to disregard in each year part of the inflation for that year when calculating wage increases for its employees. Like most other Brazilian companies, we have been defendants in lawsuits brought before labor courts by labor unions or individual employees seeking compensation for lost wages resulting from the implementation of the Brazilian Government’s antiinflationary plans, in particular: (i) the plan implemented in 1987 by the then Minister of Finance, Luiz Carlos Bresser Pereira (the Bresser Plan); (ii) the plan implemented in early 1989 (the Summer Plan); and (iii) the plan implemented in 1990 by the then President, Fernando Collor de Melo (the Collor Plan). Some of the collective lawsuits brought against us in respect to such plans have been definitively decided by the Federal Supreme Court in our favor.

The Union of Workers in Urban Industries of the state of Alagoas, in the capacity of procedural substitute, brought a labor claim on behalf of employees of Ceal who are seeking supposed salary differences in light of the implementation of the Bresser Plan. The lawsuit is currently in execution process to ratify the lower court’s calculations in the amount of R$ 722 million. The amounts were contested by Ceal by submitting two arguments: one restricted to the reference date and another contesting the amounts presented by the Union without restriction to the reference date. If the restriction to the reference date is accepted, calculations will be reduced to R$ 3.4 million and the amount accrued by Ceal and assessed by legal counsels as the probable loss is restricted to the reference date. The 5th Panel of the Superior Labor Court started to judge the appeal discussing the need to examine the pre-execution arguments. The reporting judge, Judge Emmanoel Pereira, and Judge Maria Helena Mallmann voted for non-granting of the appeal. The process is currently under analysis by Judge Caputo Bastos.As of December 31, 2015, we recognized a provision of R$ 5.2 million in our consolidated financial statements.

Labor Claim No. 010058-17.2012.5.18.0131 - Furnas

Overtime commuting due and overdue (four hours a day, two hours to go and two hours to return), plus an additional 50% on the value of regular time, and additional vacation time + 1/3, PLR, ATS, FGTS, Christmas time, additional fee for the performance of hazardous, unhealthy and painful activities, RSR, function gratification, accessory functions, nightshift, overtime and notice and attorney’s fees. Final decision. Claimed judged in favor of Plaintiff. Decision being enforced in the amount of R$ 21 million, as of December, 2015.

As of December 31, 2015, there were still individual lawsuits in process pending judgment, which we do not view as material therefore no provisions have been recognized. For further information, see Note 31 of our consolidated financial statements as of and for the year ended December 31, 2015.

Compulsory Loans

Pursuant to Law No. 4,156 of November 28, 1962 certain end-users of electricity were required to make “compulsory loans” to us (through collections by distributors) in order to provide funds for the development of the electricity sector. Industrial customers consuming over 2,000 kWh of electricity per month were required to pay an amount equivalent to 32.5% of each electricity invoice to us in the form of a compulsory loan, which was repayable by us within 20 years of draw-down. Interest on the compulsory loans accrues at IPCA – E plus 6.0% per annum. Law No. 7,181 of December 20, 1983, extended the compulsory loan program until December 31, 1993 and provided that such loans may, subject to shareholder approval, be repaid by us in the form of an issue of preferred shares at book value, in lieu of cash.

We made available to eligible customers upon the first and second conversion of credits from the compulsory loan approximately 42.5 billion class “B” preferred shares and upon the third conversion of credits from the compulsory loan, about 27.2 billion class “B” preferred shares. In addition, our shareholders approved on April 30, 2008 the issuance of additional preferred shares to eligible customers at book value in repayment of our remaining compulsory loans. If additional shares are issued in the future and the book value of such shares is less than their market value, the value of existing shareholders’ shares may be subject to dilution. On December 31, 2008, we recorded approximately R$ 215 million for debts for compulsory loans that had not yet been converted, which, at any time, by decision of our shareholders, may be refunded to industrial consumers, through issuing class “B” preferred shares, in accordance with the proceedings described above.

 

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As of December 31, 2015, there were 5,216 outstanding lawsuits filed by consumers against us questioning the monetary adjustments, understated inflation and interest calculations related to the repayment of the compulsory loans. Of those lawsuits, 1,834 have been decided against us and are currently at the execution phase. The total amount involved in these lawsuits is unadjusted for monetary correction and required expert assessment to be estimated with accuracy. The total amount paid by Eletrobras in the outstanding lawsuits is approximately R$ 6.1 billion. In the course of execution proceedings, we have been required to pledge some of our assets, consisting mainly of preferred shares held by us in other electricity sector companies. We have provisioned R$ 9,279 millionlion to cover losses arising from unfavorable decisions on these lawsuits as of December 31, 2015.

The dispute was taken to the Superior Court of Justice (STJ), which ruled on the merits. An appeal, however, was filed at the Supreme Court (STF) and is pending judgment.

Although the matter was brought before the Supreme Court, in view of the Superior Court’s decision, issued according to Article 543-C of the 1973 Civil Procedure Code, the claims filed continue to be processed regularly and some decisions against Eletrobras have already been issued. The company has been ordered to pay the inflation adjustment differences for that period and, as a result, many enforcement claims have been filed. In such claims, the parties are discussing how to calculate the amount due.

However, during the third quarter of 2015, the Superior Court issued decisions setting the parameters for these calculations, taking into consideration some allegations by Eletrobras, but not all of them, which resulted in adjustments in Eletrobras’ calculation methodology and risk classification for these claims and the consequent changes in the provisions for contingencies. As this decision was considered a subsequent event for our 2014 financial statements, under IAS 10, we have reflected in additional R$ 4.1 billion in provisions relating to those compulsory loans.

We are also involved in approximately 2,100 pending lawsuits related to the repayment of the compulsory loans, in which consumers seek to exercise the option to convert their credits presented by bonds payable to the bearer. These bonds are called “obrigações da Eletrobras.” However, we believe we have no further liability in respect of these bonds because they have an expiration date for presentation and this date has now passed.

Tax Proceedings

Annulment Claim

This is a claim for annulment regarding a tax credit determined in the administrative proceeding No. 16682.720330/2012 (collection of PIS/COFINS on RTE and Itaipu), so that such a requirement was guaranteed by an escrow deposit in the files of the injunction attached to it, n° 064673-08.2015.4.02.5101. On July 6, 2015, Furnas made a judicial deposit in the amount required at the time, totaling R$ 117.3 million. Furnas is to file its response. No impact is expected considering that there was a judicial deposit of the amount involved. As of December 31, 2015 the total amount provisioned was R$ 126.3 million.Tax Judicial Proceeding No. 0075104-45.2016.814.030

Tax assessment notice concerning the lack of payment of the fee for the Control, Monitoring and Supervision of Activities of Exploration and Utilization of Water Resources (“TFHR”), intended to finance the monitoring and use of water resources in the state of Pará from April to June 2015.

At the administrative level, the impugnation, appeal and motion for review were rejected. The administrative proceeding was subsequently dismissed. A judicial lawsuit was filed and is being discussed before the Pará State Court (“TJPA”). An injunction was issued to suspend the need for payment of the debt, as well as to forbid any action regarding the collection of TFHR, even if relative to other periods. The State of Pará filed an interlocutory appeal. The injunction was suspended by the appeal judge responsible for the report on the interlocutory appeal. On account of this suspension Eletronorte filed a new appeal that is yet to be reviewed by TJPA. In addition, given that ANEEL informed it was an interested party to the lawsuit, the court records have been submitted to Federal Courts, but the Federal judge rejected acceptance of the lawsuit by arguing lack of authority, reason why the court records will be submitted back to TJPA, a State Court.

 

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Without the above mentioned injunction the tax became once again due, thus enabling the State of Pará to file a Tax Foreclosure (Lawsuit No. 0023173-66.2016.4.01.3900 in course before the 6th Federal Court of Belém). Under this lawsuit assets of the company have been indicated as being subject to judgment lien, but the State of Pará has not yet informed if they are in agreement with these assets. In addition, the State of Pará made an out-of-court protest of bill that caused Eletronorte to file a claim to suspend the protest of bill (Lawsuit No. 0023107-86.2016.4.01.3900), but up to this date no injunction has been obtained under this lawsuit.

Pará State law is also been disputed before the Federal Supreme Court (STF) by means of Direct Action of Unconstitutionality (Ação Direta de Inconstitucionalidade) No. 5374 filed by Confederação Nacional da Indústria – CNI. Eletronorte has asked to join this lawsuit as amicus curiae and is currently waiting to be accepted. Under this lawsuit the Federal Government Attorney’s Office (Procuradoria Geral da República) has issued an opinion in which it requests this state law of Pará to be declared unconstitutional and that its effectiveness should be suspended. The amount involved is of R$ 206.3 million as of December 31, 2015.

Tax Administrative Proceeding No. 16682.721.073/2014-51

Tax administrative proceedings relating to the collection of a fine regarding the social contribution due as a result of the offset made by Furnas without using PER/DCOMP. A tax assessment notice has been issued seeking the collection of the social contribution, default interest and a proportional fine because of the disallowance made by the tax agent due to the use of credits by Furnas related tax loss recorded in 2007. Procedure in the administrative appeal stage. The amount involved is of R$ 245.5 million as of Decemer, 2015.

Civil Proceedings

Expropriation of Lands

Our subsidiaries are normally involved in a number of legal proceedings related to the expropriation of land used for the construction of hydroelectric plants, particularly in the northern and northeastern regions. Most of those proceedings are related to the indemnification paid to the populations affected by the construction of the reservoirs and environmental or economic damages inflicted on the affected populations and neighboring cities. The main lawsuits related to expropriation involving our subsidiaries are described below.

In northern Brazil, Eletrobras Eletronorte is involved in several proceedings related to the expropriation of lands for the construction of the hydroelectric plant of Balbina, in the State of Amazonas. The lawsuits related to the Balbina expropriation involve the value to be paid for the expropriated land and the legality of the ownership of the affected land claimed by alleged landowners. The total amount involved, which has been recognized as a provision, was approximately R$ 375.4 million.

After a decision of the Supreme Court of March 2014 Eletronorte may raise the amount deposited in court. Nevertheless, the rescission lawsuits are still outstanding, although they are being gradually rejected by the Judiciary branch.

Mendes Jr.

As of December 31, 2012, Eletrobras Chesf was involved in significant litigation proceedings with Mendes Jr., a Brazilian construction contractor. Eletrobras Chesf and Mendes Jr. entered into an agreement in 1981 providing for certain construction work to be performed by Mendes Jr. The agreement, as amended, provided that, in the event of delays in payments due by Eletrobras Chesf to Mendes Jr., Mendes Jr. would be entitled to default interest at the rate of 1.0% per month, plus indexation to take account of inflation. During the performance of the work, payments by Eletrobras Chesf were delayed and Eletrobras Chesf subsequently paid default interest at the rate of 1.0%, plus indexation, on such delayed payments. Mendes Jr. alleged that as it had been required to fund itself in the market in order not to interrupt the construction work, it was entitled to be reimbursed in respect of such funding at market interest rates, which were much higher than the contractual default interest rate.

The lower court judge dismissed Mendes Jr.’s claims and Mendes Jr. appealed to the Appellate Court of the State of Pernambuco (or the Appellate Court). The Appellate Court reinstated Mendes Jr.’s claims and ultimately declared Eletrobras Chesf liable to reimburse Mendes Jr.’s funding costs in respect of the delayed payments at market rates,

 

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plus legal fees of 20.0% of the amount of the dispute, with the total being indexed at market rates until the actual payment date. Eletrobras Chesf’s appeal from the Appellate Court’s order to the Federal Superior Court (or STJ) was dismissed on jurisdictional grounds. Mendes Jr. then filed a second lawsuit in a State court in Pernambuco to order Eletrobras Chesf to pay for the actual losses incurred by Mendes Jr., and to determine the amount payable. In the enforcement proceedings, the lower court ruled in favor of Mendes Jr., but the Appellate Court ruled in favor of Eletrobras Chesf, annulling the lower court’s judgment in the enforcement proceedings. Mendes Jr. appealed this ruling of the Appellate Court to the STJ and to the Federal Supreme Court, which were rejected. At the same time, the Brazilian government also requested the STJ to permit the government to participate in the proceedings as Eletrobras Chesf’s assistant. In December 1997, the STJ decided that: (i) the second proceedings should be recommenced from the trial court phase; (ii) the Brazilian government should participate in the proceedings as Eletrobras Chesf’s assistant; and (iii) the second proceedings should be heard before Brazilian federal courts instead of the state courts to which it was originally submitted. The second proceedings recommenced in the Brazilian federal courts to determine the final amount to be paid by Eletrobras Chesf to Mendes Jr. An expert was called to determine the amount of the claim, and had his finding challenged by Eletrobras Chesf. As a consequence, the court decided to reject the expert’s opinion but fixed the criteria which should be applied to determine the amount due. Mendes Jr. has appealed, requesting that the court require Eletrobras Chesf to pay the amount determined by the expert. Eletrobras Chesf and the Brazilian government have also appealed, requesting that the lawsuit should be terminated since there is no evidence Mendes Jr. obtained loans to conclude the construction. On October 25, 2010, the Regional Federal Court of the 5 Region held the appeals filed by Eletrobras Chesf and the Brazilian government and ruled the lawsuit had no merit. Mendes Junior filed an appeal against this decision before the 5 Region Federal Court, which was denied.

Mendes Junior filed an appeal against such denial, which is currently pending judgment before the Brazilian Superior Court of Justice. The initial amount pleaded by the plaintiffs was of approximately R$ 7 billion (not considering inflation). As of December 31, 2015, we had no provisions related to this matter. Considering the decision of the Regional Federal Court of the 5 Region, the risk of loss of such litigation has been assessed as remote. See Note 31 of the Consolidated Financial Statements.

Xingó Plant “K Factor”

As of December 31, 2015, Eletrobras Chesf was also involved in litigation with the consortium responsible for building the Xingó plant (or the Xingó Consortium) and we recognized a provision of R$ 1.072 million in our consolidated financial statements. In connection with building the Xingó plant, Eletrobras Chesf and the Xingó Consortium entered into a construction agreement that was amended in 1988 to provide that an additional inflation adjustment (referred to as the “K factor”) be added to certain monetary correction payments required to be made by Eletrobras Chesf to the Xingó Consortium under the agreement. This amendment resulted in payments by Eletrobras Chesf to the Xingó Consortium that were higher than the payments that the original Request For Proposal (or RFP) for this project indicated would be paid to the successful bidder.

In 1994, Eletrobras Chesf unilaterally ceased applying the K factor to its payments to the Xingó Consortium (and consequently reduced its payments to the Xingó Consortium to the amount that Eletrobras Chesf would have had to pay if the K factor had not been applied to such payments) and filed a lawsuit against the Xingó Consortium seeking reimbursement for the additional amounts paid pursuant to the K factor adjustment, claiming that the use of an indexation system more favorable to the Xingó Consortium than the one originally provided for by the RFP was illegal under public bidding rules. The Xingó Consortium also filed a lawsuit against Eletrobras Chesf requiring full payment of the amounts due applying the K factor. Eletrobras Chesf’s lawsuit was rejected and Xingó Consortium’s lawsuit was decided favorably to the plaintiff, ordering Eletrobras Chesf to pay the amounts corresponding to the application of the K factor. Eletrobras Chesf and the Brazilian government, which is acting as the first’s assistant on the lawsuit, have appealed to the Superior Court (STJ). In August, 2010, the Superior Court granted one of those special appeals submitted by Chesf, reducing the value of the cause, which means a substantial reduction in the honorariums that may be paid in the main lawsuit. The same Superior Court rejected the remaining special appeals submitted by Chesf and the Federal Union, and therefore maintained the decision of the Pernambuco State Court, which dismissed the declaratory action filed by Chesf and granted the counterclaim submitted by the defendants, which resulted in Chesf submitting requests for clarification, which went to trial in December 2012, and were concluded in December 2013, and were all rejected.

 

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At the same time, and since the conclusion of the processing of the fact in the ordinary instances, the defendants have been taking various initiatives before the ordinary Pernambuco State Court, to obtain enforcement of the sum requested in the counterclaim.

In August 2013, the defendants took the initiative before the 12th Civil Court of Recife, state of Pernambuco, to obtain provisional enforcement of the sums which, by their own calculations, would be the correction of the sum granted them by the Pernambuco State Court. In this case, Chesf was ordered to pay the sums in question, but submitted a “pre-enforcement challenge” (pointing out, supported by Superior Court case law, various irregularities in the procedures that would immediately disallow this provisional enforcement, without prejudice to other specific topics challenged in the calculations of the defendants themselves due to the Pernambuco State Court’s ruling). After a response from the defendants and a response from Chesf, on December 31, 2013 the process was awaiting court examination of this “challenge.” On August 22, 2014 the pre-enforcement challenge was dismissed, and the seizure via the Central Bank of Brazil electronic system of R$ 948,670 was ordered. A surety bond was offered for R$ 1.3 billion in place of the online seizure, which was accepted on August 28, 2014 by the Judge of the 12th Civil Court, who ordered the immediate release of the sum seized. An appeal filed by the Consortium caused the suspension on September 15, 2014 of the effects of the decision which ordered the release of the sum; however, on September 24, 2014, the court quashed the Requests for Clarification filed by Chesf regarding the provisional execution, for lacking the condition of admissibility, and therefore revoked the constriction measures ordered incidentally.

The Consortium filed a claim, assigned to the 6th Civil Chamber of the Pernambuco State Court on November 6, 2014. According to the second instance award published on January 13, 2015, the complaint was not acknowledged. In view of a motion for clarification filed by the defendants a new award was granted on February 3, 2015, in which the previous decision to not acknowledge the complaint was reversed. Under this new award the Court accepted the liquidation offered by the defendant with the subsequent submission of the court records to the judicial accountant for the proper calculations. Chesf filed an interlocutory appeal and an appeal for amendment of judgment in order to contest this new award granted by the Court, given that the first award had already resolved on not proceeding with the preliminary foreclosure. However, the interlocutory appeal was denied and, on April 13, 2015, the appeal for amendment of judgment was rejected under the argument that these were measures to simply postpone the effect of the award, having, therefore, the second award of the Court been maintained with the subsequent submission of the court records to the judicial accountant for the proper calculations. The Consortium submitted an interlocutory appeal which allowed the judge of the 12th Civil Court of Recife to proceed with an account pledge of R$ 1 billion, excluding attorneys’ fees. As of December 31, 2015, Judiciary branch blocked R$ 360 million from that account. The Consortium appealed the requirement that 25% of Chesf’s revenues should be pledged and that the amount previously blocked should be released. However, the judge, and the Pernambuco State Court, rejected this appeal.

On February 24, 2016, a new decision of the 12th Civil Court of Recife granted a request to pledge government bonds held by Chesf in order to, supplement the amount that had already been blocked. The 12th Civil Court of Recife accepts preliminary procedures that seek to foreclose existing awards (“cumprimento provisório de sentença”). Under this procedure, which has been requested by the Consortium, (i) the judge approved the calculation elaborated by the judicial accountant that resulted in a preliminary principal amount award (dated as of April 2015) of approximately R$ 1.035 billion and with which Chesf disagrees; (ii) the guarantee insurance presented by Chesf, which had been accepted by the judge, was later rejected by the Pernambuco State Court; (iii) as of September 2016 financial banking assets of Chesf have been pledged in the approximate amount of R$ 500 million; and (iv) Chesf filed interlocutory appeal and a claim that are yet to be reviewed by the Pernambuco State Court. Chesf has also filed special and extraordinary appeals before the Superior Court of Justice (STJ) and before the Federal Supreme Court (STF), respectively. The special appeal is yet to be reviewed by the Superior Court of Justice (STJ) while extraordinary appeal will only be judged by the Federal Supreme Court (STF) after the Superior Court of Justice (STJ) has granted an award on the matter.

Considering the development of all of the proceedings referred to above and the appellate rulings Management, based on the opinion of its legal advisors and on calculations that took into account the suspension of payments related to Factor K and their respective monetary correction, determined it would record an R$ 1,071.9 million a provision as of December 31, 2015 under Non-Current Liabilities.

 

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Eletrobras Chesf – Fazenda Aldeia Litigation

The trustees of the estate of Aderson Moura de Souza and his wife commenced a suit for damages against Eletrobras Chesf with respect to 14,400 hectares of land. A lower court determined that there were grounds for the claim and ordered Eletrobras Chesf to pay R$ 50 million, corresponding to the principal amount plus interest and monetary restatement. In December 2008, Eletrobras Chesf filed an appeal with Court of Justice of the State of Bahia. On March 2009, this lawsuit was transferred to the federal courts, which nullified the order for damages. The 1st Region Federal Court partially affirmed the original order, but its decision has been suspended as one of the judges has requested more time to rule on the case. On June 30, 2011, Chesf’s appeal was granted partial relief. According to a decision published on June 24, 2011, the court rejected the plaintiff’s appeal. On September 30, 2011, a termination action was filed before the 1st Region Federal Court. On December 31, 2011, an injunction to interrupt the execution of the main proceeding was granted. As of December 31, 2015, we had not yet received the judgment of the appeal. In January 2016, the Federal Prossecutor Officer opined for the termination of the action. Eletrobras Chesf has recognized a provision of R$ 100 million in relation to this proceeding. For a further discussion of this suit, see Note 31 of the financial statements as of and for the year ended December 31, 2015.

Amazonas Energia as debtor in several energy supply agreements

Amazonas Energia is defendant in lawsuits seeking payments, fines and charges for alleged delays and defaults caused by Amazonas Energia to fulfill obligations arising from contracts with Independent Power Producers - PIE’s. These lawsuits have been caused by Amazonas Energia lack of payment or delayed payment of invoices. These lawsuits were filed against the subsidiary Amazonas Energia, and Eletrobras has been named Defendant in them because it is the guarantor and main debtor of Amazonas Energia in several energy supply agreements.

As for the claims related to this subject matter, some have been dismissed (decision favorable to Eletrobras) by lower courts while others were granted (unfavorable to Eletrobras) also by lower courts, and others are pending judgment. In the cases that were judged against Eletrobras, the company has filed appeals that are currently pending judgment.

The cases that were dismissed or have not been judged yet by lower courts had their chances of loss, considering that there is no present obligation for each of these cases and therefore no provision have been recongnized.. However, the claims that were judged against Eletrobras processes had their risk rating adjusted to probable, since, as these are cases that are mainly related to the examination of facts and evidences, it is unlikely that higher courts will revert lower court decisions.

The amount recognized as a provision in December 31, 2015 was of R$ 173.2 million for Amazonas Energia and R$ 628.7 million for Eletrobras. The total consolidated amount for the year 2015 is R$ 665 million.

Indemnification Claim

Indemnification claim filed by Indústrias Reunidas Raimundo da Fonte S/A due to damages caused by the flooding of the São Francisco River in 1992. We provisioned R$ 0.004 million in our 2015 consolidated financial statements because of the several deposits in the judicial account already received from the author. The final ruling determined a provisional enforcement, and determined that an expert should calculate the values for damages and lost profits. An expert agronomist was appointed, who had powers only to calculate the amounts to be granted in respect of consequential damages. The report was contested by Chesf, who required the judge of the 1st Civil Court to designate an accounting expert to calculate a value (even if approximate) corresponding to the loss of profits and based on the plaintiff’s activities. The plea was refused, as was an interlocutory appeal filed against such decision. A special appeal then addressed to the Superior Court of Justice was filed (which was denied by the Pernambuco State Court). Chesf appealed against that decision and such appeal was refused, causing Chesf to file a new special appeal,

 

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which was also denied in April 2014, causing the process to be res judicata. The Company has made several deposits in the judicial account in the amount of R$ 61.0 million, which have been withdrawn by the opposing party and is waiting the decision to extinct the enforcing procedure.

Eletronorte civil lawsuit

A lawsuit claiming the reimbursement of amounts paid by Sul América Companhia Nacional de Seguros (plaintiff) to Albrás Aluminio Brasileiro S.A. (“Albras”) pursuant to obligations due under insurance contracts, having the insurance company filed this lawsuit against Eletronorte.

The main arguments of the plaintiff are the following: the responsibility of the insurance claim was allegedly the interruption of the supply of electricity to the industrial complex, which is the subject of a specific contract between Albras and Eletronorte.

The main arguments of the defendant are the following: the statute of limitations should apply, absence of strict liability, no fault and unforeseeable circumstances, which are causes to exclude liability.

The ruling of the 1st instance judge upheld the request of the plaintiff and ordered Eletronorte to pay the plaintiff R$ 55.7 million, including monetary restatement pursuant to the variation of the INPC index from the date of preparation of the calculations presented in the lawsuit and interest at a rate of 1% per month since service of process. The parties submitted appeals against the decision, and the appeal filed by Eletronorte was dismissed and the Plaintiff’s appeal was upheld.

Eletronorte filed an appeal against such decision, and the decision of such additional appeal confirmed that in cases of late payments not involving individuals and upon absence of extrajudicial challenge by the party who caused the damage, the interest starts flowing from the moment service of process is made for the amounts paid administratively and, for payment of additional indemnification, from the moment service of process was made in the lawsuit filed by the insured entity against the insurers before the Justice of the State of Rio de Janeiro.

Eletronorte filed a motion for clarification, which was denied. Both the Plaintiff and Eletronorte then filed special appeals for the superior court of justice, which were admitted. The special appeals are pending distribution to higher courts. The amount involved is of R$ 236.7 million.

Explanatory Notes

For further discussion of ongoing litigation involving Eletrobras and its subsidiaries see Note 31 to our consolidated financial statements as of and for the year ended December 31, 2015.

Policy on Dividend Distribution

Brazilian Corporate Law and our by-laws provide that we must pay our shareholders a mandatory distribution equal to at least 25.0% of our adjusted net income for the preceding fiscal year. In addition, our by-laws require us to give: (i) class “A” preferred shares a priority in the distribution of dividends, at 8% each year over the capital linked to those shares; and (ii) class “B” preferred shares that were issued on or after June 23, 1969 a priority in the distribution of dividends, at 6% each year over the capital linked to those shares. In addition, preferred shares must receive a dividend 10% over the dividend paid to the common shares.

The following table sets out our dividends for the periods indicated:

 

     Year  
     2015(1)      2014(1)      2013(1)  
     (R$ )  

Common Shares

     —           —           0.40   

Class A Preferred Shares

     —           —   ²       2.18   

Class B Preferred Shares

     —           —   ²       1.63   

 

(1) Interest on own capital.

 

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(2) In the Financial Statement of 31/12/2014 there was no Declared Dividends, but in our 55th Shareholders Meeting was approved the payment of the balance the profit reserve account in the amount of R$ 26 million in favor of our Class A Preferred shareholders and Class B Preferred shareholders. This amount adjusted was paid in 2015.

B. Significant Changes

None.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

Offer and Listing Details – Common Shares

Our common shares commenced trading on the Brazilian stock exchanges on September 7, 1971. The following table sets forth the reported high and low closing sale prices for our common shares on the BM&FBOVESPA and the approximate average daily trading volume for the annual periods indicated.

 

     Nominal reais
per Common Share
     Average Daily
Trading Volume
 
     High      Low     
                   (millions of shares)  

2011

     25.40         15.35         1.087   

2012

     19.36         6.16         2.052   

2013

     8.10         4.41         2.510   

2014

     8.60         4.57         2.607   

2015

     8.66         4.72         2.037   

 

Source: São Paulo Stock Exchange.

The following table sets forth the reported high and low closing sale prices for our common shares on the BM&FBOVESPA and the approximate average daily trading volume for the quarterly periods indicated.

 

     Nominal reais
per Common Share
     Average Daily
Trading Volume
 
     High      Low     
                   (millions of shares)  

First Quarter 2013

     8.10         6.13         2.330   

Second Quarter 2013

     6.95         4.54         2.716   

Third Quarter 2013

     6.34         4.41         2.615   

Fourth Quarter 2013

     7.55         5.69         2.365   

First Quarter 2014

     6.60         4.57         2.516   

Second Quarter 2014

     7.98         6.39         2.427   

Third Quarter 2014

     8.60         6.15         2.361   

Fourth Quarter 2014

     7.16         5.15         3.125   

First Quarter 2015

     6.04         4.90         1.711   

Second Quarter 2015

     8.66         5.88         1.189   

Third Quarter 2015

     6.17         4.72         1.371   

Fourth Quarter 2015

     6.34         4.97         1.908   

First Quarter 2016

     7.31         4.88         1.529   

Second Quarter 2016

     13.20         6.17         2.941   

Third Quarter 2016

     24.07         12.79         2,165   

 

Source: São Paulo Stock Exchange.

 

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The following table sets forth the reported high and low closing sale prices for our common shares on the BM&FBOVESPA and the approximate average daily trading volume for the periods indicated:

 

     Nominal reais
per Common Share
     Average Daily
Trading Volume
 
     High      Low     
                   (millions of shares)  

June 2015

     7.04         5.88         1.938   

July 2015

     6.17         5.26         1.295   

August 2015

     5.86         4.72         1.255   

September 2015

     5.53         4.81         1.567   

October 2015

     5.79         4.97         1.795   

November 2015

     6.34         5.42         2.025   

December 2015

     5.99         5.47         1.914   

January 2016

     5.82         4.88         1.454   

February 2016

     6.33         5.58         1.135   

March 2016

     7.31         5.70         1.936   

April 2016

     7.03         6.17         1.297   

May 2016

     8.20         6.95         3.290   

June 2016

     13.20         8.22         4.010   

July 2016

     17.63         12.79         2.697   

August 2016

     22.53         17.60         2.206   

September 2016

     24.07         12.79         2,165   

 

Source: São Paulo Stock Exchange.

In the United States, our common shares trade in the form of ADS. The following table sets forth the reported high and low closing sale prices for our ADS representing common shares on the NYSE and the approximate average daily trading volume for the periods indicated:

 

     U.S.$ per ADS
(common shares)
     Average Daily
Trading Volume
 
     High      Low     
                   (millions of shares)  

June 2015

     2.20         1.86         0.501   

July 2015

     1.93         1.56         0.524   

August 2015

     1.65         1.27         0.570   

September 2015

     1.40         1.17         0.560   

October 2015

     1.48         1.23         0.548   

November 2015

     1.62         1.30         0.456   

December 2015

     1.52         1.31         0.496   

January 2016

     1.42         1.14         0.329   

February 2016

     1.60         1.37         0.362   

March 2016

     1.99         1.44         0.524   

April 2016

     2.21         1.61         0.443   

May 2016

     2.27         1.89         1.449   

June 2016

     3.94         2.32         1.014   

July 2016

     5.34         3.82         0.439   

August 2016

     6.87         5.30         0.344   

September 2016

     7.44         5.84         0.169   

 

Source: New York Stock Exchange.

 

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Offer and Listing Details – Preferred Shares

The following table sets forth the reported high and low closing sale prices for our Class B preferred shares on the BM&FBOVESPA and the approximate average daily trading volume for the annual periods indicated.

 

     Nominal reais
per Preferred
Share
     Average Daily
Trading Volume
 
     High      Low     
                   (millions of shares)  

2011

     31.46         20.34         0.736   

2012

     27.49         7.30         1.724   

2013

     13.70         8.03         2.013   

2014

     12.64         6.25         1.768   

2015

     11.17         5.85         1.639   

 

Source: São Paulo Stock Exchange.

The following table sets forth the reported high and low closing sale prices for our Class B preferred shares on the BM&FBOVESPA and the approximate average daily trading volume for the quarterly periods indicated.

 

     Nominal reais
per Preferred
Share
     Average Daily
Trading Volume
 
     High      Low     
                   (millions of shares)  

First Quarter 2013

     13.70         9.69         1.961   

Second Quarter 2013

     12.75         8.03         2.620   

Third Quarter 2013

     10.47         8.11         1.873   

Fourth Quarter 2013

     12.00         9.88         1.587   

First Quarter 2014

     10.88         8.50         1.916   

Second Quarter 2014

     12.64         9.55         1.721   

Third Quarter 2014

     12.53         10.10         1.461   

Fourth Quarter 2014

     10.66         6.25         1.989   

First Quarter 2015

     8.40         5.85         1.928   

Second Quarter 2015

     10.60         7.29         1.737   

Third Quarter 2015

     9.10         6.91         1.371   

Fourth Quarter 2015

     11.17         8.60         1.534   

First Quarter 2016

     11.21         8.16         1.797   

Second Quarter 2016

     18.68         10.14         2.052   

Third Quarter 2016

     29.70         17.42         1,658   

 

Source: São Paulo Stock Exchange.

The following table sets forth the reported high and low closing sale prices for our Class B preferred shares on the BM&FBOVESPA and the approximate average daily trading volume for the periods indicated:

 

     Nominal reais
per Preferred
Share
     Average Daily
Trading Volume
 
     High      Low     
                   (millions of shares)  

June 2015

     9.94         8.47         1.156   

July 2015

     9.04         8.05         1.114   

August 2015

     8.85         6.91         1.103   

September 2015

     9.10         7.51         1.908   

October 2015

     10.19         8.60         1.362   

 

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     Nominal reais
per Preferred
Share
     Average Daily
Trading Volume
 
     High      Low     
                   (millions of shares)  

November 2015

     11.17         9.93         2.124   

December 2015

     10.83         9.95         1.153   

January 2016

     10.14         8.16         1.640   

February 2016

     10.34         9.50         1.563   

March 2016

     11.21         9.90         2.135   

April 2016

     11.23         10.14         1.786   

May 2016

     13.51         11.65         2.034   

June 2016

     18.68         12.96         2.121   

July 2016

     22.04         17.42         1.860   

August 2016

     28.65         22.50         1.607   

September 2016

     29.70         23.87         1,512   

 

Source: São Paulo Stock Exchange.

In the United States, our Class B preferred shares trade in the form of ADS. The following table sets forth the reported high and low closing sale prices for our ADS representing Class B preferred shares on the NYSE and the approximate average daily trading volume for the periods indicated:

 

     U.S.$ per ADS
(Class B
preferred shares)
     Average Daily
Trading Volume
 
     High      Low     
                   (millions of shares)  

June 2015

     3.14         2.69         0.066   

July 2015

     2.85         2.40         0.070   

August 2015

     2.56         1.94         0.078   

September 2015

     2.29         1.99         0.170   

October 2015

     2.66         2.18         0.148   

November 2015

     2.99         2.53         0.194   

December 2015

     2.83         2.36         0.126   

January 2016

     2.52         1.99         0.114   

February 2016

     2.66         2.34         0.106   

March 2016

     3.08         2.53         0.062   

April 2016

     2.23         1.59         0.194   

May 2016

     3.80         3.25         0.147   

June 2016

     5.73         3.57         0.091   

July 2016

     6.87         5.24         0.214   

August 2016

     8.85         6.86         0.044   

September 2016

     9.26         7.30         0.067   

 

Source: New York Stock Exchange.

We have an insignificant number of Class A preferred shares, with no material effect on the trading volume on the BM&FBOVESPA.

As a result, as of December 31, 2015, our capital stock was comprised of a total of 1,352,634,100 shares, of which 1,087,050,297 are common shares, 146,920 are class “A” preferred shares and 265,436,883 are class “B” preferred shares.

There are no restrictions on ownership of our preferred shares or common shares by individuals or legal entities domiciled outside Brazil.

 

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The right to convert dividend payments and proceeds from the sale of shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment regulations which generally require, among other things, that the relevant investments have been registered with the Central Bank. Banco Santander S.A., as custodian for our common and class “B” preferred shares represented by the ADS, has registered with the Central Bank on behalf of the Depositary the common and class “B” preferred shares that it will hold. This enables holders of ADS to convert dividends, distributions or the proceeds from any sale of such common and class “B” preferred shares, as the case may be, into U.S. dollars and to remit such U.S. dollars abroad. However, holders of ADS could be adversely affected by delays in, or a refusal to grant any, required government approval for conversions of Brazilian currency payments and remittances abroad of the common and preferred “B” shares underlying our ADS.

In Brazil, there are a number of mechanisms available to foreign investors interested in trading directly on the Brazilian stock exchanges or on organized over-the-counter markets.

Under the regulations issued by the Resolution No. 4,373 issued by the National Monetary Council, foreign investors seeking to trade directly on a Brazilian stock exchange or on an organized over-the-counter market must meet the following requirements:

 

    investments must be registered with a custody, clearing or depositary system authorized by CVM or the Central Bank;

 

    trades of securities are restricted to transactions involving securities for acquisition or sale traded on the stock exchanges or organized over-the-counter markets authorized by the CVM, or such other cases as may be set forth in the applicable CVM regulations from time to time;

 

    they must establish a representative in Brazil which must be a financial institution or an institution duly authorized by the Central Bank;

 

    they must appoint at least one custodian duly authorized by the CVM; and

 

    they must register with the CVM and register the inflow of funds with the Central Bank.

If these requirements are met, foreign investors will be eligible to trade directly on the Brazilian stock exchanges or on organized over-the-counter markets. These rules extend favorable tax treatment to all foreign investors investing pursuant to these rules. See “Item 10.E, Taxation.” These regulations contain certain restrictions on the offshore transfer of the title of the securities, except in the case of corporate reorganizations effected abroad by a foreign investor.

A certificate of foreign capital registration has been issued in the name of the Depositary with respect to the ADS and is maintained by Banco Santander S.A., as custodian for our common and class “B” preferred shares represented by the ADS, on behalf of the Depositary. Pursuant to such certificate of foreign capital registration, we expect that Depositary will be able to convert dividends and other distributions with respect to the common and class “B” preferred shares represented by ADS into foreign currency and remit the proceeds outside of Brazil.

In the event that a holder of ADS exchanges such ADS for common or class “B” preferred shares, such holder will be entitled to continue to rely on the Depositary’s certificate of foreign capital registration for five business days after such exchange, following which such holder must seek to obtain its own certificate of foreign capital registration with the Central Bank. Thereafter, any holder of common or class “B” preferred shares may not be able to convert into foreign currency and remit outside Brazil the proceeds from the disposition of, or distributions with respect to, such common and class “B” preferred shares, unless such holder qualifies under Resolution No. 4,373 or obtains its own certificate of foreign capital registration. A holder that obtains a certificate of foreign capital registration will be subject to less favorable Brazilian tax treatment than a holder of ADS. See “Item 10.E, Taxation – Material Brazilian Tax Considerations.”

Under current Brazilian legislation, the Brazilian Government may impose temporary restrictions on remittances of foreign capital abroad in the event of a serious imbalance or an anticipated serious imbalance of Brazil’s balance of payments. For approximately six months in 1989 and early 1990, the Brazilian Government froze all dividend and capital repatriations held by the Central Bank that were owed to foreign equity investors in order to conserve Brazil’s foreign currency reserves. These amounts were subsequently released in accordance with Brazilian Government directives. There can be no assurance that the Brazilian Government will not impose similar restrictions on foreign repatriations in the future.

 

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B. Plan of Distribution

Not applicable.

C. Markets

Our common shares are traded under the symbol “ELET3” and our class “B” preferred shares are traded under the symbol “ELET6” on the BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (the São Paulo Stock Exchange or BM&FBOVESPA). The Rio de Janeiro Stock Exchange trades only Brazilian federal, state and municipal public debt or carries out privatization auctions. Stocks and bonds are traded exclusively on the BM&FBOVESPA. As of September 30, 2016 (the most recent date such information was available), we had approximately 23,330 record holders.

Our ADRs are listed on the NYSE. As of September 30, 2016 (the most recent date such information was available), we had 2,536 beneficial and 15 registered holders of ADS representing common shares and 830 beneficial and 8 registered holders of ADS representing preferred shares. Because Eletrobras failed to file its annual reports on Form 20-F for 2014 and 2015 with the Securities and Exchange Commission (SEC) by May 18, 2016, the NYSE suspended trading of the Company’s American Deposit Shares (“ADS”) (ticker EBR and EBR-B). The NYSE stated its intention to de-list the ADS, which Eletrobras has appealed. A hearing is scheduled for October 13, 2016. Currently our ADRs are suspended from trading on the NYSE and the NYSE is seeking to de-list our ADRs, although we are appealing the NYSE’s attempt to de-list our ADRs. During the time our ADRs are suspended from trading, they are trading on the over the counter market in the United States (the “OTC”).

Trading, Settlement and Clearance

Regulation of the Brazilian Securities Market

The Brazilian securities markets are regulated by the Comissão de Valores Mobiliários (the “CVM”), which was granted regulatory authority over the stock exchanges and securities markets by Brazilian Law No. 6,385, enacted on December 7, 1976 (“Brazilian Securities Law”) and Brazilian Law No. 6,404, enacted on December 15, 1976 (“Brazilian Corporate Law”), and also by Conselho Monetário Nacional (the “CMN”) and the Central Bank which possesses, among other powers, licensing authority over brokerage firms and regulates foreign investment and foreign exchange transactions.

The Brazilian securities markets are governed by the Brazilian Securities Law and the Brazilian Corporate Law, as well as regulations issued by the CVM, the Central Bank and the CMN. These laws and regulations provide for, among other things, disclosure requirements applicable to issuers of traded securities, restrictions on insider trading and price manipulation and protection of minority shareholders. On January 3, 2002, the CVM issued Instruction No. 358 which amended the rules applicable to the disclosure of relevant facts, which became effective on April 18, 2002. The CVM has also issued several instructions regarding disclosure requirements, namely, Instructions No. 361 and No. 400 for the regulation of public offerings, Instruction No. 380 for the regulation of internet offerings and Instruction No. 381 for the regulation of independent auditors. Instruction No. 480 for the regulation of the registration of security issuers admitted to negotiation in regulated markets in Brazil, and Instruction No. 481 for the regulation of information and the public request of proxy for shareholders meetings. Instruction No. 480 also requests that publicly held companies disclose a reference form (Formulário de Referência) which maintains a permanently updated record containing relevant information on the issuer. We believe we are currently in accordance with all applicable Brazilian corporate governance standards.

Under the Brazilian Corporate Law, a company is either public, a companhia aberta, or private, a companhia fechada. All public companies are registered with the CVM and are subject to reporting and regulatory requirements. A company registered with the CVM may have its securities traded either on the Brazilian stock exchange markets, including the BM&FBOVESPA, or in the Brazilian over-the-counter market. The shares of a public company may also be traded privately, subject to certain limitations. To be listed on the BM&FBOVESPA, a company must apply for registration with the BM&FBOVESPA and the CVM and is subject to regulatory requirements and disclosure requirements.

 

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Trading on the BM&FBOVESPA

In 2000, the trading activities of shares in Brazil were reorganized through the execution of memoranda of understanding by the Brazilian regional stock exchanges. Under the memoranda, all Brazilian shares are publicly traded exclusively on the São Paulo Stock Exchange – BM&FBOVESPA (BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros).

BOVESPA was a not-for-profit entity owned by its member brokerage firms. In 2008, BOVESPA was converted into a Brazilian publicly-held company and renamed BM&FBOVESPA, as a result of a merger between BOVESPA and the Brazilian Mercantile & Futures Exchange (Bolsa de Mercadorias e Futuros – BM&F). BM&FBOVESPA is currently the most important Brazilian institution to intermediate equity market transactions and it is the only securities, commodities and futures exchange in the country. Trading on such exchange is carried out by member brokerage firms.

The trading of securities on the BM&FBOVESPA may be suspended at the request of a company in anticipation of material announcement. Trading may also be suspended on the initiative of the BM&FBOVESPA or the CVM based on or due to, among other reasons, a belief that a company has provided inadequate information regarding a significant event or has provided inadequate responses to inquiries by the CVM or the BM&FBOVESPA.

Trading in securities listed on the BM&FBOVESPA, including the Novo Mercado and Levels 1 and 2 Segments of Differentiated Corporate Governance Practices, may be carried out off the exchanges in the unorganized over-the-counter market in certain specific circumstances.

Although the Brazilian securities market is the largest in Latin America in terms of capitalization, it is smaller and less liquid than the major U.S. and European securities markets. Moreover, the BM&FBOVESPA is significantly less liquid than the NYSE, or other major exchanges in the world.

Although all of the outstanding shares of a listed company may be traded on the BM&FBOVESPA, fewer than half of the listed shares are actually available for trading by the public, the remainder being held by small groups of controlling persons, by government entities or by one main shareholder. The relative volatility and illiquidity of the Brazilian securities markets may substantially limit your ability to sell the preferred shares at the time and price you desire and, as a result, could negatively impact the market price of these securities.

In order to reduce volatility, the BM&FBOVESPA has adopted a “circuit breaker” system pursuant to which trading sessions may be suspended for a period of 30 minutes, one hour or a longer period whenever specified indices of the BM&FBOVESPA fall below the limits of 10%, 15% and 20% respectively, in relation to the index levels for the previous trading session.

When shareholders trade in shares on the BM&FBOVESPA, the trade is settled in three business days after the trade date. The delivery of and payment for shares are made through BM&FBOVESPA, which handles the multilateral settlement of both financial obligations and transactions involving securities. According to applicable regulations, financial settlement is carried out through a Central Bank system and the transactions involving the sale and purchase of shares are settled through BM&FBOVESPA. All deliveries against final payment are irrevocable.

Trading on the Brazilian stock exchanges by non-residents of Brazil is subject to registration procedures.

Corporate Governance Practices

In 2000, the BM&FBOVESPA introduced three special listing segments, known as Levels 1 and 2 of Differentiated Corporate Governance Practices and Novo Mercado, aimed at fostering a secondary market for securities issued by Brazilian companies listed on the BM&FBOVESPA, by prompting these companies to follow good practices of corporate governance. The listing segments were designed for the trading of shares issued by companies voluntarily undertaking to abide by corporate governance practices and disclosure requirements in addition to those already imposed by Brazilian law. These rules generally increase shareholders’ rights and enhance

 

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the quality of information provided to shareholders. Recently, the BM&FBOVESPA has revised the Levels 1 and 2 of Differentiated Corporate Governance Practices and Novo Mercado rules in two occasions. The first round of amendments to the Novo Mercado rules became effective on February 6, 2006, and the first round of amendments to Levels 1 and 2 of Differentiated Corporate Governance Practices became effective on February 10, 2006. The second and most recent round of amendments to the Novo Mercado rules and the Levels 1 and 2 of Differentiated Corporate Governance Practices became effective on May 10, 2011.

Recently BM&FBovespa put in discussion changes to the Novo Mercado and Nível 2 rules, and a public hearing is ongoing to receive investors, law firms, banks and other capital markets participants’ contributions to improve the rules.

As of the effective date, in order to become a Nivel 1 (Level 1) company, in addition to the obligations imposed by applicable law, an issuer must agree to: (i) ensure that shares representing at least 25% of its total capital are effectively available for trading; (ii) adopt offering procedures that favor widespread ownership of shares whenever making a public offering; (iii) comply with minimum quarterly disclosure standards; (iv) follow stricter disclosure policies with respect to transactions made by its controlling shareholders, members of its board of directors and its officers involving securities issued by the issuer; (v) submit any existing shareholders’ agreements and stock option plans to the BM&FBOVESPA; (vi) make a schedule of corporate events available to its shareholders; (vii) elaborate and disclose a securities trading policy applicable to the company, its controlling shareholders, board members and management, as well as the members of other statutory bodies of the company with technical and consultancy functions; (viii) elaborate and disclose a code of conduct establishing the values and principles that shall serve as a guidelines for the company’s activities and relationship with the management, staff, service providers and other entities and individuals affected by the company; and (ix) prohibit holding dual positions as Chairman and Chief Executive Officer (or primary executive officer) of the company.

To become a Nivel 2 (Level 2) company, in addition to the obligations imposed by applicable law, an issuer must agree, among other things, to: (i) comply with all of the listing requirements for Level 1 companies; (ii) grant tag-along rights for all of its shareholders in connection with a transfer of control of the company, offering the same price paid per share for controlling block common shares; (iii) grant voting rights to holders of preferred shares in connection with certain corporate restructurings and related party transactions, such as: (a) any change of the company into another corporate entity; (b) any merger, consolidation or spin-off of the company; (c) approval of any transactions between the company and its controlling shareholder, including parties related to the controlling shareholder; (d) approval of any valuation of assets to be delivered to the company in payment for shares issued in a capital increase; (e) appointment of an expert to ascertain the fair value of the company’s shares in connection with any deregistration and delisting tender offer from Level 2; and (f) any changes to these voting rights, which will prevail as long as the agreement for adhesion to the Level 2 segment with the BM&FBOVESPA is in effect; (iv) have a board of directors comprised of at least five members, out of which a minimum of 20% of the directors must be independent, with a term limited to two years; (v) prepare annual consolidated financial statements in English, including cash flow statements, in accordance with international accounting standards, such as U.S. GAAP or International Financial Reporting Standards, or IFRS; (vi) effect a tender offer by the company’s controlling shareholder (the minimum price of the shares to be offered will be determined by an appraisal process), if it elects to delist from the Level 2 segment; (vii) adhere exclusively to the rules of the BM&FBOVESPA Arbitration Chamber for resolution of disputes between the company and its investors; (viii) cause the Board of Directors to elaborate and disclose a previous and justified opinion in relation to any and all public offers for the acquisition of shares issued by the company analyzing, among other aspects, the impacts of the offer on the company’s and shareholders’ interests, as well as on the liquidity of the shares issued by the company, and containing a final and justified recommendation for the acceptance or rejection of the offer by the shareholders; and (ix) not to include in the company’s by-laws provisions that (a) restrict the number of votes of a shareholder or of a group of shareholders to percentages below 5% (five percent) of the voting shares, except for the cases of denationalization or of limits imposed by the laws and regulations applicable to the company; and, except as otherwise provided by the law or regulations (b) require a qualified quorum for matters that shall be submitted to the general shareholders’ meeting, or (c) restrict the exercise of a favorable vote by shareholders or burden shareholders that vote in favor of a suppression or change of by-laws provisions.

To be listed in the Novo Mercado segment of the BM&FBOVESPA, an issuer must meet all of the requirements described above under Level 1 and Level 2, in addition to issuing only common (voting) shares.

 

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On September 26, 2006 we entered into an agreement with the BM&FBOVESPA to list our preferred shares on the Level 1 segment, effective on the date immediately after the date of publication of the announcement in Brazil of the listing, pursuant to which we agreed to comply, and continue to be compliant with all of the requirements of a Level 1 listing.

On September 2015, BM&FBovespa created a special corporate governance program named “Programa Destaque em Governança de Estatais” focused on state-owned publicly held companies, or state-owned companies that may issue an IPO, aiming to encourage these companies to improve their corporate governance practices.

The program intends to increase the trust in the relationship between investors and state-owned companies after the corruption episodes that occurred in Brazil. The program presents some concrete and direct measures that collaborate to decrease uncertainty regarding the management of the business as well as information disclosure, mainly regarding the public interest and its limits over the politician element related to it.

Joining the Program is voluntary and the companies can choose between two different categories according to their intended governance and disclosure levels.

In addition, on June 30, 2016, Brazilian government enacted Law No. 13,303 which establishes the rules applicable to state-owned companies, government-controlled companies and their subsidiaries, regulating Article 173 of the Brazilian Constitution of 1988 (“Law of State-owned Companies”) .

The main subject of the Law of State-owned Companies is linked to governance rules that have become applicable to state-owned and government-controlled companies, which are now forced to adopt higher standards of disclosure of technical and financial information, and to follow some specific criteria for the appointment of their officers and executives.

Among the new criteria set forth by the law, there are two highlights: the appointees are required to have an academic background and previous business experience in areas related to the business of the state-owned or government-controlled company where they would be working; and the state-owned companies are prohibited to appoint members of political parties or members of the legislative branch, as well as third parties related to them.

In addition, the law strengthens the entire governance structure and internal and external controls of state-owned and government-controlled companies, establishing the obligation for periodic public disclosure of technical and financial reports, maintenance of a statutory independent committee of internal audit, and mandatory submission to external auditing by independent audit firms, as well as by the audit bodies of public administration, such as the Federal, State and City Accounting Courts.

It was also defined by the Law of State-owned Companies the social function of state-owned or government-controlled companies, which is the promotion of the public interest related to their business, which should be guided by an efficient economic management and a rational management of resources ensuring sustainable economic growth aiming to increase the access by consumers to the products and services provided by such company, to develop national technologies in order to improve the products and provision of services and to promote environmentally sustained and socially responsible practices, always in an economically justified way.

Furthermore, the Law of State-owned Companies establishes rules about public biddings for hiring and for the execution of contracts by state-owned or government-controlled companies, aiming to increase the transparency and effectiveness of internal and external controls connected to the appropriateness of the proceedings.

Although the rule came into force immediately after its publication, the state-owned or government-controlled companies have up to 24 (twenty four) months to adapt to the new legal requirements.

Investment in our Preferred Shares by Non-Residents of Brazil

Investors residing outside Brazil, including institutional investors, are authorized to purchase equity instruments, including our preferred shares, on the Brazilian stock exchange provided that they comply with the registration requirements set forth in Resolution No. 4,373 of the CMN and CVM Instruction No. 560, as of March 27, 2015. With certain limited exceptions, under Resolution No. 4,373 investors are permitted to carry out any type of transaction in the Brazilian financial capital markets involving a security traded on a stock, future or organized over-the-counter market. Investments and remittances outside Brazil of gains, dividends, profits or other payments under our preferred shares are made through the exchange market.

 

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In order to become a Resolution No. 4,373 investor, an investor residing outside Brazil must:

 

    appoint at least one representative in Brazil that will be responsible for complying with registration and reporting requirements and procedures with the Central Bank and the CVM. Such representative must be a financial institution or an institution duly authorized by the Central Bank that will be jointly and severally liable for the representative’s obligations;

 

    through its representative, register itself as a foreign investor with the CVM and register the investment with the Central Bank;

 

    appoint at least one custodian duly authorized by the CVM;

 

    appoint a representative in Brazil for taxation purposes;

 

    obtain a taxpayer identification number from the Brazilian federal tax authorities – Receita Federal (the Brazilian Internal Revenue); and

 

    securities and other financial assets held by foreign investors pursuant to Resolution No. 4,373 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank or the CVM. In addition, securities trading by foreign investors are generally restricted to transactions involving securities for acquisition or sale in stock exchanges or organized over-the-counter markets licensed by the CVM or such other cases as may be set forth in the applicable CVM regulations from time to time.

Significant Differences between our Corporate Governance Practices and NYSE Corporate Governance Standards

We are subject to the NYSE corporate governance listing standards. As a foreign private issuer, the standards applicable to us are considerably different to the standards applied to U.S. listed companies. Under the NYSE rules, we must comply with the following corporate governance rules: (i) we must satisfy the requirements of Rule 10A-3 of the Exchange Act, including having an audit committee (Fiscal Council) or audit board, pursuant to an applicable exemption available to foreign private issuers, that meets certain requirements, as discussed below; (ii) we must provide the NYSE with annual and interim written affirmations as required under the NYSE corporate governance rules; (iii) we must provide prompt certification by our chief executive officer of any material non-compliance with any corporate governance rules; and (iv) we must provide a brief description of the significant differences between our corporate governance practices and the NYSE corporate governance practices required to be followed by U.S. listed companies. The discussion of the significant differences between our corporate governance practices and those required of U.S. listed companies follows below.

Majority of Independent Directors

The NYSE rules require that a majority of the board must consist of independent directors. Independence is defined by various criteria, including the absence of a material relationship between the director and the listed company. Although Brazilian law does not have a similar requirement, Novo Mercado and Level 2 rules require that listed companies have a board of directors comprised of at least five members, out of which a minimum of 20% of the directors must be independent pursuant to the different criteria defined in the regulations (such as absence of material relationship between a director and the listed company or the controlling shareholder). The Level 1 segment of BM&FBOVESPA in which we are listed only requires the board to be comprised of a minimum of three members and does not require any participation by independent directors and, therefore, under Brazilian law and the rules of the Level 1, neither our Board of Directors nor our management is required to test the independence of directors before their election to the board. Nevertheless, both Brazilian Corporate Law and the CVM have established rules that require directors to meet certain qualification requirements and that address the compensation and duties and responsibilities of, as well as the restrictions applicable to, a company’s executive officers and directors. While our directors meet the qualification requirements of Brazilian Corporate Law and the CVM, as well

 

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as the Level 1 segment of BM&FBOVESPA, we do not believe that a majority of our directors would be considered independent under the NYSE test for director independence. Brazilian Corporate Law and our by-laws require that our directors be elected by our shareholders at a general shareholders’ meeting.

In addition, on June, 30, 2016, Brazilian government promulgated the Law of State-owned Companies that among other definitions, establishes minimum requirements for managers appointment, such as: I - (a) to have a minimum professional experience of ten years with public or private segment related to the intended state-owned company, or in other related segments regarding the superior managing position that he or she was appointed; or (b) to have a minimum professional experience of four years in one of such positions: superior manager position in similar companies considering the size or the business of the intended state-owned company; (b.1) to have occupied trustily positions or functions equal to and DAS-4 or superior in the public segment; (b.2) have been teacher or researcher in subjects related to the intended state-owned company business; (b.3) to have a minimum self-employed professional experience of four years in activities direct or indirectly related to the intended state-owned company business; (c) to have academic degree in areas that regard the intended state-owned company business; II – do not fall under the the non-admission hypothesis; and III – do not be declared ineligible regarding Complementary Law No. 64 of 1990.

Although the Law of State-owned Companies came into force immediately after its publication, the state-owned companies have up to 24 (twenty four) months to adapt to the new legal requirements. Regardless of this fact, the last election of our members of the Board of Directors and of our Executive Officers fully complied with these rules.

Executive Sessions

NYSE rules require that the non-management directors must meet at regularly scheduled executive sessions without management present. Brazilian Corporate Law does not have a similar provision. According to Brazilian Corporate Law, up to one-third of the members of the Board of Directors can be elected to the Board of Executive Officers. The remaining non-management directors are not expressly empowered to serve as a check on management, and there is no requirement that those directors meet regularly without management. As a result, the non-management directors on our board do not typically meet in executive session.

Nominating/Corporate Governance Committee

NYSE rules require that listed companies have a nominating/corporate governance committee composed entirely of independent directors and governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities, which include, among other things, identifying and selecting qualified board member nominees and developing a set of corporate governance principles applicable to the company. Brazilian law does not have a similar requirement.

The Law of State-owned Companies establishes that state-owned companies must have an Internal Committee to monitor and evaluate the appointment proceedings and the fulfillment of the minimum requirements for the new management members.

Although the Law of State-owned Companies came into force immediately after its publication, the state-owned companies have up to 24 (twenty four) months to adapt to the new legal requirements.

Compensation Committee

NYSE rules require that listed companies have a compensation committee composed entirely of independent directors and governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities, which include, among other things, reviewing corporate goals relevant to the chief executive officer’s compensation, evaluating the chief executive officer’s performance, approving the chief executive officer’s compensation levels and recommending to the board non-chief executive officer compensation, incentive-compensation and equity-based plans. We are not required under applicable Brazilian law to have a compensation committee.Under Brazilian Corporate Law, the total amount available for compensation of our directors and executive officers and for profit-sharing payments to our executive officers is established by our shareholders at the annual general meeting. The Board of Directors is then responsible for determining the

 

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individual compensation and profit-sharing of each executive officer, as well as the compensation of our board and committee members. In making such determinations, the board reviews the performance of the executive officers, including the performance of our chief executive officer, who typically excuses himself from discussions regarding his performance and compensation.

Audit Committee

NYSE rules require that listed companies have an audit committee that: (i) is composed of a minimum of three independent directors who are all financially literate; (ii) meets the SEC rules regarding audit committees for listed companies; (iii) has at least one member who has accounting or financial management expertise; and (iv) is governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities. However, as a foreign private issuer, we need only to comply with the requirement that the audit committee meet the SEC rules regarding audit committees for listed companies. Brazilian Corporate Law requires State-Owned Companies to have a permanent Fiscal Council composed of three to five members who are elected at the general shareholders’ meeting.

In addition, the new Law of State-owned Companies establishes that state-owned companies must have an Internal Auditing Committee, which will have functions listed in the state-owned company’s bylaws, such as: (i) deciding about hiring and dismissing independent auditors; (ii) supervising the independent auditors activities, evaluating their independence, the provided service’s quality and if these services fit the company’s necessity; (iii) supervising the activities developed in the Internal Controls and Internal Auditing department and the activity of financial statements production of the state-owned company; (iv) monitoring the quality and the integrity of the internal control mechanisms and about the financial statements and releases that were disclosed by the state-owned company; (v) evaluating and monitoring the company’s risk exposures related to: (a) management pay; (b) assets utilization; and (c) expenses; (vi) evaluating and monitoring the Internal Audit Department and the thirty parties transactions fulfillment in accordance with the management; (vii) releasing an annual report regarding information about activities, results, conclusions and recommendations from the Audit Committee, registering conflictual opinions about the financial statements from the management, the Internal Audit Department and the Internal Fiscal Council; and (viii) evaluating the reasonability of the standards about actuarial calculations, as well as actuarial results of retirement plans which was kept by pension fund when the state-owned company sponsors closed pension entities. Although the Law of State-owned Companies came into force immediately after its publication, the state-owned companies have up to 24 (twenty four) months to adapt to the new legal requirements.

Shareholder Approval of Equity Compensation Plans

NYSE rules require that shareholders be given the opportunity to vote on all equity compensation plans and material revisions thereto, with limited exceptions. Under Brazilian Corporate Law, shareholders must approve all stock option plans. In addition, any issuance of new shares is subject to shareholder approval.

NYSE rules require that listed companies adopt and disclose corporate governance guidelines. Although applicable Brazilian law does not have a similar requirement, we have adopted corporate governance guidelines which are set forth in the Code of Corporate Governance Practices of Eletrobras (“Código das Práticas de Governança Corporativa da Eletrobras”). Additionally, we have also adopted and observe a disclosure policy, which requires the public disclosure of all relevant information pursuant to guidelines set forth by the CVM, as well as an insider trading policy, which, among other things, establishes black-out periods and requires insiders to inform management of all transactions involving our securities.

Code of Business Conduct and Ethics

NYSE rules require that listed companies adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. BM&F Bovespa has a similar requirement for companies that are listed under Level 1, Level 2 or in the Novo Mercado corporate governance segments, and in 2010 we have introduced the Ethics Code of Eletrobras Companies (“Código de Ética Único das Empresas Eletrobras”) which provides for the ethical principles to be observed by all the members of the board of directors, executive officers, employees, outsourced staff, service providers, trainees and young apprentices.

 

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The Law of State-owned Companies establishes that all the state-owned companies must have their own Code of Conduct which will provide guidelines and conduct standards for all the activities developed by the state-owned company. Companies must create a division to receive complaints and denouncements related to non-compliance with the Code.

Although the Law of State-owned Companies came into force immediately after its publication, the state-owned companies have up to 24 (twenty four) months to adapt to the new legal requirements.

Internal Audit Function

NYSE rules require that listed companies maintain an internal audit function to provide management and the audit committee with ongoing assessments of the company’s risk management processes and system of internal control. Brazilian law does not have a similar requirement.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

Corporate Purpose

Our by-laws provide that our corporate purposes are:

 

  (1) to construct and operate power plants and transmission lines to generate and distribute electric energy and to enter into related business transactions, such as the trade of electric energy;

 

  (2) to cooperate with the government to establish national energy policy;

 

  (3) to give financial support to our subsidiaries;

 

  (4) to promote and support research of interest to the energy sector, connected with the generation, transmission and distribution of electric energy, as well as studies regarding the utilization of reservoirs for various purposes;

 

  (5) to contribute to the training of the technical personnel required by the Brazilian electric energy sector by means of specialized courses; we may also grant assistance to educational entities in Brazil or abroad; and

 

  (6) to cooperate technically and administratively with our subsidiaries and the government.

Our Board of Directors do not have the power to vote on compensation to themselves or to exercise borrowing powers. Only our shareholders may approve such matters. There are no prescribed age limits for retirement of members of our Board of Directors.

 

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Description of our Capital Stock

General

We are a mixed capital company, authorized by and constituted in accordance with Brazilian Law No. 3,890-A of April 25, 1961. We are registered with the Brazilian tax authorities with CNPJ no. 00.001.180/0001-26.

Our share capital is divided into three types of shares: common shares, class “A” preferred shares (which were issued before June 23, 1969) and class “B” preferred shares (which have been issued since June 23, 1969).

In September 2006, we entered into an agreement with the BM&FBOVESPA to list our shares on the Level 1 segment of BM&FBOVESPA’s corporate governance, the effectiveness of which began on September 29, 2006. Trading in our shares on the Level 1 began on September 29, 2006.

History of our Capital Stock

Our share capital was R$ 31,305 million as of December 31, 2015.

Treasury Shares

We hold no treasury shares and we do not have a program for repurchasing our shares.

Rights Attaching to Our Shares

Common Shares

Each of our common shares entitles its holder to one vote on all matters submitted to a vote of shareholders at an annual or special shareholders’ general meeting. In addition, upon our liquidation, holders of our shares are entitled to share all of our remaining assets, after payment of all of our liabilities, ratably in accordance with their respective participation in the total amount of the issued and outstanding common shares. Holders of our common shares are entitled to participate on all future capital increases by us.

Preferred Shares

Our preferred shares have different attributes to our common shares as the holders of our preferred shares are not entitled to vote at annual or special shareholders’ general meetings but have preferential a right to reimbursement of capital, distribution of dividends and priority on insolvency. Our preferred shares cannot be converted into common shares.

Class “A” preferred shares, and bonus shares related to such shares, are entitled to a dividend of 8% per annum, in priority to the distribution of other dividends, to be divided equally between them. Class “B” preferred shares, and bonus shares related to such shares, are entitled to a dividend of 6% per annum, in priority to the distribution of other dividends, to be divided equally between them. An unpaid dividend is not payable in future years for Class “A” and Class “B” preferred shares. The Class “A” preferred shares and the class “B” preferred shares rank equally on a liquidation.

In addition, the preferred shares are entitled to receive a dividend at least ten percent above the dividend paid to each common share.

Transfer of Our Shares

Our shares are not subject to any share transfer restrictions. Whenever a transfer of ownership of shares occurs, the finance company with which such shares are deposited may collect from the transferring shareholder the cost of any services in connection with the Brazilian transfer thereof, subject to maximum rates established by the CVM.

 

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Pre-emption Rights

No pre-emption rights apply on the transfer of our shares.

Redemption

We cannot redeem our shares.

Registration

Our shares are held in book-entry form with J.P. Morgan Chase Bank N.A., which will act as the custodian agent for our shares. Transfer of our shares will be carried out by means of book entry by J.P. Morgan Chase Bank N.A. in its accounting system, debiting the share account of the seller and crediting the share account of the buyer, upon a written order of the transferor or a judicial authorization or order to affect such transfers.

Notification of Interests in Our Shares

Any shareholder that acquires or disposes of 5% or more of our capital stock of any class is obliged to notify the Company immediately upon completion of the transaction. Such obligation also applies to the holders of ADRs, convertible debentures and stock options. After the receipt of such notification, the Company shall inform such transaction by means of a notice which shall be uploaded in the site of CVM and duly update its corporate information in its Reference Form (Formulário de Referência) within seven business days of the occurrence of the transaction.

Shareholders’ General Meetings

Brazilian corporation law does not allow shareholders to approve matters by written consent obtained as a response to a consent solicitation procedure. All matters subject to approval by the shareholders must be approved in a duly convened general meeting. There are two types of shareholders’ meetings: ordinary and extraordinary. Ordinary meetings take place once a year within 120 days of our fiscal year end and extraordinary meetings can be called whenever necessary.

Shareholders’ meetings are called by our board of directors. Notice of such meetings is posted to shareholders and, in addition, notices are placed in a newspaper of general circulation in our principal place of business and on our website at least 15 days before the meeting.

Shareholders’ meetings take place at our headquarters in Brasília. Shareholders may be represented at a shareholders’ meeting by attorneys-in-fact who are: (i) shareholders of the company; (ii) a Brazilian lawyer; (iii) a member of our management; or (iv) a financial institution.

At duly convened meetings, our shareholders are able to take any action regarding our business. The following actions can only be taken by our shareholders in general meeting:

 

    approving our annual accounts;

 

    electing and dismissing the members of our board of directors and our fiscal council;

 

    amending our by-laws;

 

    approving our merger, consolidation or spin-off;

 

    approving our dissolution or liquidation as well as the election and dismissal of liquidators and the approval of their accounts;

 

    granting stock awards and approving stock splits or reverse stock splits;

 

    approving stock option plans for our management and employees; and

 

    approving the payment of dividends.

 

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Board of Directors, Board of Executive Officers and Fiscal Council

Our by-laws provide for a Board of Directors, composed of up to ten members, a Board of Executive Officers, of unlimited membership, and a permanent Fiscal Council, composed of five effective members.

Qualifications

All members of our Board of Directors, Board of Executive Officers and Fiscal Council must be Brazilian citizens. Our by-laws also provide that the certain people may not be appointed to the management of the company, including those who: are disqualified by the CVM, have been declared bankrupt or have been convicted of certain offenses such as bribery and crimes against the economy.

In addition, on June, 30, 2016, Brazilian government promulgated the Law of State-owned Companies that among other definitions, establishes minimum requirements for managers appointment, such as: I - (a) to have a minimum professional experience of ten years with public or private segment related to the intended state-owned company, or in other related segments regarding the superior managing position that he or she was appointed; or (b) to have a minimum professional experience of four years in one of such positions: superior manager position in similar companies considering the size or the business of the intended state-owned company; (b.1) to have occupied trustily positions or functions equal to and DAS-4 or superior in the public segment; (b.2) have been teacher or researcher in subjects related to the intended state-owned company business; (b.3) to have a minimum self-employed professional experience of four years in activities direct or indirectly related to the intended state-owned company business; (c) to have academic degree in areas that regard the intended state-owned company business; II – do not fall under the the non-admission hypothesis; and III – do not be declared ineligible regarding Complementary Law No. 64 of 1990.

The minutes of the shareholders’ or directors’ meeting that appoints a member of the Board of Directors or the Board of Executive Officers, respectively, must detail the qualifications of such person and specify the period of their mandate.

Appointment

The members of our Board of Directors are elected at the general shareholders meeting for a renewable term of one year.

As our majority shareholder, the Brazilian Government has the right to appoint seven members of our Board of Directors, of which six are appointed by the MME and one by the Planning, Budget and Management Ministry. The other common shareholders have the right to elect one member, the holders of preferred shares without voting rights representing at least ten percent of our total capital have the right to elect one member and one member shall be elected as the representative of the employees, by means of an election organized by the company and the union entities. One of the members of the Board of Directors is appointed President of the company.

Pursuant to Article 140 of Law 6,404, of December 15, 1976 (the “Brazilian Corporate Law”), the members of the Board of Directors shall be elected by means of Shareholders Meetings and may be removed at anytime.

Under Article 141, paragraph 4, of Brazilian Corporate Law, minority shareholders may appoint a member of the Board of Directors, as follows:

(i) holders of common shares representing at least 15% of the total common shares with voting rights may appoint one member to the Board of Directors and its respective alternate;

(ii) holders of preferred shares representing at least 10% of the total capital stock of a company may appoint one member to the Board of Directors and its respective alternate; and

 

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(iii) if the percentages set forth in items (i) and (ii) are not met by the holders of common shares and preferred shares, holders of common shares and holders of preferred shares representing together more than 10% of the total capital of a company may jointly appoint one member to the Board of Directors and its respective alternate.

Those rights may only be exercised by shareholders that prove their continuous share ownership during the last three months prior to Eletrobras’ shareholders’ meeting.

Those rights are reflected in Eletrobras’ bylaws (as stated above) and, accordingly, are not applicable in addition to such provisions.

In addition, Article 141 of the Brazilian Corporate Law and CVM regulations determine that shareholders holding more than 5% of the voting capital are entitled to request that cumulative voting rights (voto múltiplo) so as to increase their chances of electing at least one member to the Board of Directors. Under the cumulative voting process, each voting share is entitled to a number of votes equal to the number of board seats being filled at the relevant shareholders’ meeting, such votes which can be cast to a single or more candidates. As a result of cumulative voting, controlling shareholders may be prevented from controlling all seats of the board, while minority shareholders may be allowed to appoint at least one member of that body. Shares participating in the cumulative voting process will not be counted for the purposes of appointing board members in the circumstances described in (i) through (iii) above (and vice versa).

In order to ensure that the majority of board members is elected by the controlling shareholder, Brazilian Corporate Law provides that whenever the election of board members uses cumulative voting and holders of common or preferred shares elect board members in separate elections, the controlling shareholder will always have the right to elect such board members in a number equal to the number elected by the other shareholders plus one member, even if that results in the board having more members than the number set forth in the company’s bylaws (Article 141, paragraph 7, of the Brazilian Corporate Law).

Brazilian Corporate Law also provides that, whenever cumulative voting is adopted and the general shareholders meeting removes any member from office, all members will be automatically removed from office and a new election shall take place. In other situations of vacancy, if no substitute members were elected along with effective members, the next shareholders’ meeting shall elect all members of the board.

The members of our Board of Executive Officers are appointed by our Board of Directors for a three-year term.

The Brazilian Government has the right to appoint three of the members of our Fiscal Council, and both the minority shareholders and the holders of our preferred shares have the right to appoint one member each.

Meetings

Under our by-laws, our Board of Directors shall meet at least once a year without the presence of the CEO and twice a year with the presence of our independent auditors. Historically, our Board of Directors meets once per month and when called by a majority of the directors or the Chairman. Among other duties, our Board of Directors is responsible for: (i) establishing our business guidelines; (ii) determining the corporate organization of our subsidiaries or any equity participation by us in other legal entities; (iii) determining our loans and financing policy; and (iv) approving any guarantee in favor of any of our subsidiaries on any financial agreement. Directors cannot participate in discussions or vote in relation to matters in which they are otherwise interested.

Our Board of Executive Officers ordinarily meets every week, or when called by a majority of the officers or by the President. Our Board of Executive Officers determines our general business policy, is responsible for all matters related to our day-to-day management and operations, and is the highest controlling body with regards to the execution of our guidelines. Members of our Board of Executive Officers cannot participate in discussions or vote in relation to matters in which they are otherwise interested.

The Fiscal Council meets once per month.

 

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Disclosure Obligations

Our disclosure obligations are determined by the Manual de Divulgação e Uso de Informações Relevantes e Política de Negociação de Valores Mobiliários de Emissão da Eletrobras (Guide to Disclosure and Use of Relevant Information and Policy for the Negotiation of Securities issued by Eletrobras), a copy of which is available on our website. Information found at this website is not incorporated by reference into this annual report.

C. Material Contracts

Our Itaipu operations are made pursuant to a treaty entered into on April 26, 1973 between the Brazilian Government and the government of Paraguay. A translation of this treaty is included as an exhibit to this annual report. The material terms of this treaty are described in “Item 5. Operating and Financial Review and Prospects.”

D. Exchange Controls

The right to convert dividend or interest payments and proceeds from the sale of shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment legislation which generally requires, among other things, that the relevant investments have been registered with the Central Bank and the CVM. Such restrictions on the remittance of foreign capital abroad may hinder or prevent the custodian for our preferred shares represented by our ADS or the holders of our preferred shares from converting dividends, distributions or the proceeds from any sale of these preferred shares into U.S. dollars and remitting the U.S. dollars abroad. Holders of our ADS could be adversely affected by delays in, or refusal to grant any, required government approval to convert Brazilian currency payments on the preferred shares underlying our ADS and to remit the proceeds abroad.

Resolution No. 4,373 of the National Monetary Council provides for the issuance of depositary receipts in foreign markets in respect of shares and other securities of Brazilian publicly-held issuers. The ADS program was approved under Annex V to Resolution No. 1,289, known as Annex V Regulations by the Central Bank and the CVM prior to the issuance of the ADS. Accordingly, the proceeds from the sale of ADS by ADR holders outside Brazil are free of Brazilian foreign investment controls, and holders of the ADS are entitled to favorable tax treatment. See “Item 10.E, Taxation – Material Brazilian Tax Considerations.”

Under Resolution No. 4,373 of the CMN, foreign investors registered with the CVM may buy and sell Brazilian securities, including our preferred shares, on Brazilian stock exchanges without obtaining separate certificates of registration for each transaction. Registration is available to qualified foreign investors, which principally include foreign financial institutions, insurance companies, pension and investment funds, charitable foreign institutions and other institutions that meet certain minimum capital and other requirements. Resolution No. 4,373 also extends favorable tax treatment to registered investors. See “Item 10.E, Taxation – Material Brazilian Tax Considerations.”

Pursuant to the Resolution No. 4,373 foreign investors must: (i) appoint at least one representative in Brazil with the ability to perform actions regarding the foreign investment and which must be a financial institution or an institution duly authorized by the Central Bank; (ii) appoint at least one custodian duly authorized by the CVM; (iii) obtain registration as a foreign investor with CVM; and (iv) register the foreign investment with the Central Bank.

The securities and other financial assets held by a foreign investor pursuant to Resolution No. 4,373 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank or by the CVM or be registered in register, clearing and custody systems authorized by the Central Bank or by the CVM. In addition, the trading of securities is restricted to transactions carried out on the stock exchanges or over-the-counter markets licensed by the CVM or such other cases as may be set forth in the applicable CVM regulations from time to time.

 

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Registered Capital

Amounts invested in our shares by a non-Brazilian holder who qualifies under Resolution No. 4,373 and obtains registration with the CVM, or by the depositary representing an ADS holder, are eligible for registration with the Central Bank. This registration (the amount so registered is referred to as registered capital) allows the remittance outside Brazil of foreign currency, converted at the commercial market rate, acquired with the proceeds of distributions on, and amounts realized through, dispositions of our shares. The registered capital per share purchased in the form of an ADS, or purchased in Brazil and deposited with the depositary in exchange for an ADS, will be equal to its purchase price (stated in U.S. dollars). The registered capital per share withdrawn upon cancellation of an ADS will be the U.S. dollar equivalent of: (i) the average price of a share on the Brazilian stock exchange on which the most shares were traded on the day of withdrawal or; (ii) if no shares were traded on that day, the average price on the Brazilian stock exchange on which the most shares were traded in the fifteen trading sessions immediately preceding such withdrawal. The U.S. dollar equivalent will be determined on the basis of the average commercial market rates quoted by the Central Bank on these dates.

A non-Brazilian holder of shares may experience delays in effecting Central Bank registration, which may delay remittances abroad. This delay may adversely affect the amount in U.S. dollars, received by the non-Brazilian holder.

A certificate of registration has been issued in the name of the depositary with respect to the ADS and is maintained by the custodian on behalf of the depositary. Pursuant to the certificate of registration, the custodian and the depositary are able to convert dividends and other distributions with respect to the shares represented by our ADS into foreign currency and remit the proceeds outside Brazil. In the event that a holder of ADS exchanges such ADS for shares, such holder will be entitled to continue to rely on the depositary’s certificate of registration for five business days after such exchange, following which such holder must seek to obtain its own certificate of registration with the Central Bank. Thereafter, any holder of shares may not be able to convert into foreign currency and remit outside Brazil the proceeds from the disposition of, or distributions with respect to, such shares, unless the holder is a duly qualified investor under Resolution No. 4,373 or obtains its own certificate of registration. A holder that obtains a certificate of registration will be subject to less favorable Brazilian tax treatment than a holder of ADS. See “Item 10.E, Taxation – Material Brazilian Tax Considerations.”

If the holder does not qualify under Resolution No. 4,373 by registering with the CVM and the Central Bank and appointing a representative in Brazil, the holder will be subject to less favorable Brazilian tax treatment than a holder of ADS. Regardless of qualification under Resolution No. 4,373, residents in tax havens are subject to less favorable tax treatment than other foreign investors. See “Item 10.E, Taxation – Material Brazilian Tax Considerations.”

Under current Brazilian legislation, the Brazilian Government may impose temporary restrictions on remittances of foreign capital abroad in the event of a serious imbalance or an anticipated serious imbalance of Brazil’s balance of payments. For approximately six months in 1989 and early 1990, the Brazilian Government froze all dividend and capital repatriations held by the Central Bank that were owed to foreign equity investors, in order to conserve Brazil’s foreign currency reserves. These amounts were subsequently released in accordance with Brazilian Government directives. There can be no assurance that the Brazilian Government will not impose similar restrictions on foreign repatriations in the future. See “Item 3.D, Risk Factors – Risks Relating to Brazil.”

E. Taxation

The following discussion addresses the material Brazilian and United States federal income tax consequences of acquiring, holding and disposing of our shares or ADS.

This discussion is not a comprehensive discussion of all the tax considerations that may be relevant to a decision to purchase our shares or ADS and is not applicable to all categories of investors, some of which may be subject to special rules, and does not specifically address all of the Brazilian and United States federal income tax considerations applicable to any particular holder. It is based upon the tax laws of Brazil and the United States as in effect on the date of this annual report, which are subject to change, possibly with retroactive effect, and to differing interpretations. Any change in such law may have an impact on the consequences described below. Each prospective purchaser is urged to consult its own tax advisor about the particular Brazilian and United States federal income tax consequences to it of an investment in our shares or ADS. This discussion is also based upon the representations of the depositary and on the assumption that each obligation in the deposit agreement among us, J.P. Morgan Chase Bank, N.A., as depositary, and the registered holders and beneficial owners of our ADS, and any related documents, will be performed in accordance with its terms.

 

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Although there presently is no income tax treaty between Brazil and the United States, the tax authorities of the two countries have had discussions that may culminate in such a treaty. We cannot assure you, however, as to whether or when a treaty will enter into force or how it will affect holders of our shares or ADS.

Material Brazilian Tax Considerations

The following discussion is a summary of the material Brazilian tax considerations regarding the acquisition, ownership and disposition of our shares or ADS by a holder that is not domiciled in Brazil for purposes of Brazilian taxation and which has registered its investment in such securities with the Central Bank as a U.S. dollar investment (in each case, a Non-Resident Holder). The tax consequences described below do not take into account the effects of any tax treaties or reciprocity of tax treatment entered into by Brazil and other countries. The discussion also does not address any tax consequences under the tax laws of any state or municipality of Brazil.

Introduction

Pursuant to Brazilian law, foreign investors may invest in the shares under Central Bank Resolution No. 4,373.

Resolution No. 4,373 allows foreign investors to invest in Brazilian financial and capital markets, provided that some requirements therein described are fulfilled. In accordance with Resolution No. 4,373, the definition of foreign investor includes individuals, legal entities, mutual funds and other collective investment entities, domiciled or headquartered abroad.

Pursuant to Resolution No. 4,373, foreign investors must: (i) appoint at least one representative in Brazil with powers to perform actions relating to the foreign investment and which must be a financial institution or an institution duly authorized by the Central Bank; (ii) register the foreign investment with the Central Bank; (iii) appoint at least one custodian duly authorized by the CVM; (iv) appoint a representative in Brazil for Taxation purposes; and (v) obtain a taxpayer identification number from the Brazilian Federal Tax Authorities (which will be requested by CVM). For more details about the requirements to be met in order to qualify as foreign investor under Resolution No. 4,373, see “Item 9.C, Markets – Investment in our Preferred Shares by Non-Residents of Brazil.”

Securities and other financial assets held by foreign investors pursuant to Resolution No. 4,373 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank or the CVM. In addition, securities trading is restricted to transactions carried out in stock exchanges or organized over-the-counter markets licensed by the CVM, except for such other cases as may be set forth in the applicable CVM regulations from time to time.

Income tax

For purposes of Brazilian taxation, there are two types of Non-Resident Holders of our shares or ADS: (i) Non-Resident Holders that are not resident or domiciled in a “Tax Haven” jurisdiction (i.e., a country or location that does not impose income tax or where the maximum income tax rate is lower than 17% - this rate was reduced from 20% to 17% as of December 1, 2014 - or where the internal legislation imposes restrictions to disclosure of shareholding composition or the ownership of the investment), and that, in the case of holders of our shares, are registered before the Central Bank and the CVM being able to invest in Brazil in accordance with Resolution No. 4,373 (“Registered Holder”); and (ii) other Non-Resident Holders, which include any and all non-residents of Brazil who invest in equity securities of Brazilian companies through any other means and all types of investor that are located in Tax Haven. The investors mentioned in item (i) above which are registered with the Central Bank and the CVM being able to invest in Brazil in accordance with Resolution No. 4,373, are subject to a favorable tax regime in Brazil, as described below. Nonetheless, there can be no assurance that the current preferential treatment for holders of ADS and Non-Resident Holders of preferred or common shares under Resolution No. 4,373 will continue or will not be changed in the future.

Dividends. Historically, dividends paid by a Brazilian company, such as ourselves, including dividends paid to a Non-Resident Holder, were not subject to income tax withholding in Brazil, to the extent that such amounts were related to profits generated as of January 1, 1996. Dividends related to profits generated prior to January 1, 1996 may be subject to Brazilian withholding tax at varying rates, depending on the year the profits were generated.

 

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On May 13, 2014, Law No. 12,973 was enacted aiming to align the taxable basis of federal taxes with the accounting basis assessed pursuant to IFRS (as adopted in Brazil since 2008). According to such law, which will generally be in effect starting in 2015, dividends distributed based on accounting profits generated in 2014 and exceeding taxable profits (ascertained in accordance with the Brazilian Generally Accepted Accounting Principles valid up to December 31, 2007, or “BR GAAP 2007”) shall be subject to withholding tax at rates of 15% (general rule) or 25% (in case the beneficiary is located in a “Tax Haven” jurisdiction), unless the taxpayer opts to be submitted to the early effects of Law No. 12,973 in 2014 - in this scenario, both accounting profits and taxable profits would be the same and no taxation would occur. As the new taxation rules are mandatory for fiscal years beginning on or after January 1, 2015, dividends that relate to profits generated on or after January 1, 2015 are not subject to withholding tax.

Capital Gains. As a general rule, capital gains realized as a result of a disposition transaction are the positive difference between the amount received on the disposition of the assets and the respective acquisition cost. Under Brazilian law, income tax on such gains can vary depending on the domicile of the Non-Resident Holder, the type of registration of the investment by the Non-Resident Holder with the Central Bank and how the disposition is carried out, as described below.

(a) Sale of ADS

Gains realized outside Brazil by a Non-Resident Holder on the disposition of ADS to another Non-Resident Holder should not be subject to Brazilian tax. However, according to Law No. 10,833, enacted on December 29, 2003, or Law No. 10,833, gains recognized on the disposition of assets located in Brazil by a Non-Resident Holder, whether to other Non-Resident Holders or Brazilian holders, are subject to taxation in Brazil. This rule is applicable regardless of whether the disposition is conducted in Brazil or abroad. Although we believe that the ADS do not fall within the definition of assets located in Brazil for purposes of Law No. 10,833 because they represent securities issued and renegotiated in an offshore exchange market, considering the general and unclear scope of such provisions, as well as the lack of a judicial court ruling in respect thereto, we are unable to predict whether such understanding will ultimately prevail in the courts of Brazil.It is important to note, however, that even if ADS were considered assets located in Brazil, investors which are resident in non-Tax Haven locations could apply for exemption of capital gain tax according to article 81 of Law No. 8,981/95.

If such argument does not prevail, it is important to mention that with respect to the cost of acquisition to be adopted for calculating such gains, Brazilian law has conflicting provisions regarding the currency in which such amount must be determined. It is possible to sustain that the capital gains should be based on the positive difference between the cost of acquisition of the shares registered with the Brazilian Central Bank in foreign currency and the value of disposal of those shares in the same foreign currency. However, considering the unclear scope of applicable regulations, assessments have been issued adopting the cost of acquisition in Brazilian currency.

(b) Conversion of shares into ADS

The deposit of our shares in exchange for ADS may be subject to Brazilian tax on capital gains at the rate of 15%, or 25%, in the case of investors domiciled in a Tax Haven, if the acquisition cost of the shares, in the case of other market investors under Resolution No. 4,373, or the amount otherwise previously registered with the Central Bank as a foreign investment in the preferred or common shares is lower than:

 

  (i) the average price per preferred or common share on a Brazilian stock exchange on which the greatest number of such shares were sold on the day of deposit; or

 

  (ii) if no preferred or common shares were sold on that day, the average price on the Brazilian stock exchange on which the greatest number of preferred or common shares were sold in the 15 trading sessions immediately preceding such deposit.

In such case, the difference between the amount previously registered, or the acquisition cost, as the case may be, and the average price of the shares calculated as set forth above will be considered to be a capital gain. Although there is no clear regulatory guidance, such taxation should not apply to the case of Non-Resident Holders registered under Resolution No. 4,373 which are not located in a Tax Haven.

 

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(c) Conversion of ADS into shares

Although there is no clear regulatory guidance, the exchange of ADS for shares should not be subject to Brazilian tax. Non-Resident Holders may exchange ADS for the underlying shares, sell the shares on a Brazilian stock exchange and remit abroad the proceeds of the sale within five business days from the date of exchange (in reliance on the depositary’s electronic registration), with no tax consequences.

Upon receipt of the underlying shares in exchange for ADS, Non-Resident Holders may also elect to register with the Central Bank the U.S. dollar value of such shares as a foreign portfolio investment under Resolution No. 4,373, which will entitle them to the tax treatment referred above.

Alternatively, the Non-Resident Holder is also entitled to register with the Central Bank the U.S. dollar value of such shares as a foreign direct investment under Law 4,131/62, in which case the respective sale would be subject to the tax treatment applicable to transactions carried out of by a Non-Resident Holder that is not a registered holder.

(d) Common and Preferred shares negotiated in Brazil

Capital gains realized by Non-Resident Holder on the disposition of shares sold on the Brazilian stock exchange (which includes the transactions carried out on the organized over-the-counter market):

 

    are subject to the withholding income tax at a zero percent rate, when realized by a Non-Resident Holder that (a) has registered its investment in Brazil before the Central Bank. (a Registered Holder under the regulations of Resolution No. 4,373); and (b) is not resident in a Tax Haven; and

 

    are subject to income tax at a rate of 15% with respect to gains realized by a Non-Resident Holder that is not a Registered Holder (including a Non-Resident Holder who qualifies under Law 4,131/62) and gains earned by Tax Haven residents that are Registered Holders.In this case, a withholding income tax of 0.005% over the sale price shall be applicable and withheld by the intermediary institution (i.e., a broker) that receives the order directly from the Non-Resident Holder, which can be later offset against any income tax due on the capital gain and which will be collected by the Non-Resident Holder’s tax representative in Brazil.

Any other gains realized on the disposition of assets that are not carried out on the Brazilian stock exchange:

 

    are subject to income tax at a rate of 15% when realized by any Non-Resident Holder that is not a Tax Haven resident, no matter if a Registered Holder or not; and

 

    are subject to income tax at a rate of 25% when realized by a Tax Haven resident, no matter if a Registered Holder or not.

In the cases above, if the gains are related to transactions conducted on the Brazilian non-organized over-the-counter market with intermediation, the withholding income tax of 0.005% shall also be applicable and withheld by the intermediary institution (i.e., a broker) that receives the order directly from the Non-Resident Holder, which can be later offset against any income tax due on the capital gain and which will be collected by the Non-Resident Holder’s tax representative in Brazil.The Non-Resident Holder will not need to file a Brazilian tax return with the Brazilian tax authorities.

On September 22, 2015, the Brazilian Government enacted Provisional Measure No. 692, which was subsequently converted into Law No. 13,259 on March 16, 2016. The purpose of this Law is to increase the applicable tax rate on capital gains derived by Brazilian individuals. As a consequence, this may affect the rates applicable to a non-resident holder that is not a registered holder (including a non-resident holder who qualifies under Law No. 4,131/62) with respect to transactions such non-resident holder conducts outside the Brazilian exchange markets. Law No. 13,259 provides for progressive tax rates that vary from 15% to 30%, depending on the amount of capital gain.

 

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Any exercise of preemptive rights relating to the preferred or common shares or ADS will not be subject to Brazilian withholding income tax. Any gain on the sale or assignment of preemptive rights relating to shares by the depositary on behalf of holders of ADS will be subject to Brazilian income taxation according to the same rules applicable to the sale or disposal of shares.

Payments of Interest Attributable to Shareholders’ Equity. In accordance with Law No. 9,249, dated December 26, 1995, as amended, Brazilian corporations may make payments to shareholders characterized as distributions of interest on own capital and treat those payments as a deductible expense for the purposes of calculating Brazilian corporate income tax and, as from 1997, social contribution on net profits, as far as certain limits are observed. Such interest is limited to the daily pro rata variation of the TJLP as determined by the Central Bank from time to time and the amount of deduction cannot exceed the greater of:

 

    50% of the net income (after the social contribution on net profits and before the provision for corporate income tax, and the amounts attributable to shareholders as interest on net equity) for the period in respect of which the payment is made; or

 

    50% of the sum of retained profits and profits reserves as of the date of the beginning of the period in respect of which the payment is made.

Payments of interest on own capital in respect of the preferred or common shares paid to shareholders who are either Brazilian residents or Non-Resident Residents, including holders of ADS, are subject to Brazilian income withholding tax at the rate of 15%, or 25% in case of shareholders domiciled in a Tax Haven and shall be deductible by us as long as the payment of a distribution of interest is approved by our shareholders.

These distributions may be included, at their net value, as part of any mandatory dividend. To the extent payment of interest on shareholders’ equity is so included, the corporation is required to distribute to shareholders an additional amount to ensure that the net amount received by them, after payment of the applicable Brazilian withholding income tax, plus the amount of declared dividends, is at least equal to the mandatory dividend. If we pay interest attributable to shareholders’ equity in any year, and the payment is not recorded as part of the mandatory distribution, no additional amounts would be required to be paid by the Company, with respect to the mandatory dividend amount. The payment of interest on owner capital may be determined by our board of directors. We cannot assure you that our board of directors will not determine that future distributions of profits may be made by means of interest on owner capital instead of by means of dividends. Payments of interest on shareholder’s equity to Non-Resident Holders may be converted into U.S. dollars and remitted outside Brazil, subject to applicable exchange controls, to the extent that the investment is registered with the Central Bank.

Discussion on Low or Nil Tax Jurisdictions

On June 24, 2008, Law 11,727 was enacted establishing the concept of a “privileged tax regime.” Under this new law, a “privileged tax regime” is considered to apply to a jurisdiction that meets any of the following requirements: (i) it does not tax income or taxes income at a maximum rate lower than 20%; (ii) it grants tax advantages to a non-resident entity or individual (a) without requiring substantial economic activity in the jurisdiction of such non-resident entity or individual or (b) to the extent such non-resident entity or individual does not conduct substantial economic activity in the jurisdiction of such non-resident entity or individual; (iii) it does not tax income generated abroad, or imposes tax on income generated abroad at a maximum rate lower than 20%; or (iv) restricts the ownership disclosure of assets and ownership rights or restricts disclosure about the execution of economic transactions.

In addition, on June 7, 2010, Brazilian Tax Authorities enacted Ordinance No. 1,037, listing (i) the countries and jurisdictions considered Tax Haven Jurisdictions, and (ii) the Privileged Tax Regimes. According to Section 24-B of Law 9,430, as amended by Law 11.727/08, the Executive Branch is empowered to reduce or reinstate the income tax rate of 20% as the element to define a Tax Haven Jurisdiction or a Privileged Tax Regime. Recently, on November 28, 2014, Ruling n° 488/2014 was published and established that the rate of 20% is reduced to 17% in connection with countries, locations and jurisdiction aligned with international tax transparency standards,

 

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as per definition to be provided by Brazilian Federal Revenue Service. It is expected that further guidance will be provided by Brazilian Federal Revenue Service and also that the list of Tax Haven Jurisdictions and Privileged Tax Regimes be updated.

Although the interpretation of the current Brazilian tax legislation could lead to the conclusion that the above-mentioned concept of “privileged tax regime” should apply only for the purposes of Brazilian transfer pricing and thin capitalization rules, it is unclear whether such concept would also apply to investments carried out in the Brazilian financial and capital markets for purposes of this law. There is no judicial guidance as to the application of Law No. 11,727 of June 24, 2008 and, accordingly, we are unable to predict whether the Brazilian Internal Revenue Service or the Brazilian courts may decide that the “privileged tax regime” concept shall be applicable to deem a Non-Resident Holder as a Tax Haven resident when carrying out investments in the Brazilian financial and capital markets. In the event that the “privileged tax regime” concept is interpreted to be applicable to transactions carried out in the Brazilian financial and capital markets, this tax law would accordingly result in the imposition of taxation on a Non-Resident Holder that meets the privileged tax regime requirements in the same manner and to the same extent applicable to a Tax Haven resident.

Moreover, Law No. 12,249 of June 11, 2010, applied the privileged tax regime concept to other income remitted abroad. Although the concept of privileged tax regime should not affect the tax treatment of a Non-Resident Holder described above, it is not certain whether subsequent legislation or interpretations by the Brazilian tax authorities regarding the definition of “privileged tax regime” will extend such a concept to the tax treatment of a Non-Resident Holder described above.

Tax on Foreign Exchange and Financial Transactions

Foreign Exchange Transactions (IOF/Exchange)

Brazilian law imposes a Tax on Foreign Exchange Transactions, or “IOF/Exchange,” triggered by the conversion of reais into foreign currency and on the conversion of foreign currency into reais.

Pursuant to Decree No. 6,306/07, as amended, IOF/Exchange may be levied on foreign exchange transactions, affecting either or both the inflow or outflow of investments. The IOF rates are set by the Brazilian executive branch, and the highest applicable rate is 25%. Currently, for most exchange transactions, the rate of IOF/Exchange is 0.38%.

The rate of IOF/Exchange tax imposed on foreign exchange transactions carried out by a foreign investor for the purpose of investing in the financial and capital markets may vary from time to time as defined by the government and the rates may be different based on the type of investment as well as the time in which such investment is maintained in Brazil.

The inflow of foreign funds for the purchase of shares under Resolution No. 4,373 is subject to 0% IOF/Exchange rate and the same 0% rate levies on the remittance of dividends and payments of interest on shareholder’s equity. Although it is not clearly regulated, the conversion of reais into dollars for payment of dividends to holders of ADS should also benefit from the 0% IOF/Exchange rate. The inflow of funds derived from the ADS cancelation for purposes of investing in shares is also subject to a 0% rate of IOF/Exchange.

Tax on Transactions involving Bonds and Securities (IOF/Bonds Tax)

Brazilian law imposes a Tax on Transactions Involving Bonds and Securities, known as “IOF/Bonds Tax.” Currently, the rate of IOF/Bonds Tax applicable to transactions involving common or preferred shares is zero, although the Brazilian government may increase such rate at any time, up to 1.5% per day, but only in respect to future transactions.

The conversion of shares into ADRs or shares into ADS was not taxable before November 17, 2009. Following the enactment of Decree No. 7,011 of November 18, 2009, these transactions started to be taxed by the IOF/Bonds Tax at the rate of 1.5% over the transaction value (obtained by multiplying the number of shares/units converted by its closing price at the day before the conversion, or, in the case no negotiation was made on that day, by the last closing price available). However, in view of a recent change in the applicable legislation, starting as of December 24, 2013, the rate was reduced to 0%.

 

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Other Relevant Brazilian Taxes

Some Brazilian states impose gift and inheritance tax on gifts or bequests made by individuals or entities not domiciled or residing in Brazil to individuals or entities domiciled or residing within such states. There are no Brazilian stamp, issue, registration or similar taxes or duties payable by holders of our shares or ADS.

Registered Capital. The amount of an investment in shares held by a Non-Brazilian Holder who qualifies under Resolution No. 4,373 and obtains registration with the CVM, or by the depositary, as the depositary representing such holder, is eligible for registration with the Central Bank. Such registration allows the remittance outside of Brazil of any proceeds of distributions on the shares, and amounts realized with respect to disposition of such shares. The amounts received in Brazilian currency are converted into foreign currency through the use of the commercial market rate. The registered capital for preferred or common shares purchased in the form of ADS or purchased in Brazil, and deposited with the depositary in exchange for ADS will be equal to their purchase price (in U.S. dollars) to the purchaser. The registered capital for shares that are withdrawn upon surrender of ADS, as applicable, will be the U.S. dollar equivalent of the average price of preferred or common shares, as applicable, on a Brazilian stock exchange on which the greatest number of such shares, as applicable, was sold on the day of withdrawal. If no preferred or common shares, as applicable, were sold on such day, the registered capital will refer to the average price on the Brazilian stock exchange on which the greatest number of such shares, as applicable, was sold in the 15 trading sessions immediately preceding such withdrawal. The U.S. dollar value of the preferred or common shares, as applicable, is determined on the basis of the average commercial market rate quoted by the Central Bank on such date or, if the average price of such shares is determined under the last preceding sentence, the average of such average quoted rates on the same 15 dates used to determine the average price of the shares.

A Non-Resident Holder of our shares may experience delays in effecting such action, which may delay remittances abroad. Such a delay may adversely affect the amount, in U.S. dollars, received by the Non-Resident Holder.

Material United States Federal Income Tax Consequences

The following discussion describes the material United States federal income tax consequences of purchasing, holding and disposing of our shares or ADS. This discussion applies only to beneficial owners of our ADS or shares that are “U.S. Holders,” as defined below. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing final, temporary and proposed Treasury Regulations, administrative pronouncements by the United States Internal Revenue Service, or IRS, and judicial decisions, all as currently in effect and all of which are subject to change (possibly on a retroactive basis) and to different interpretations.

This discussion does not purport to address all United States federal income tax consequences that may be relevant to a particular holder and you are urged to consult your own tax advisor regarding your specific tax situation. This discussion does not address any aspect of U.S. federal taxation other than U.S. federal income taxation (such as the estate and gift tax or the Medicare tax on net investment income). The discussion applies only to U.S. Holders who hold our shares or ADS as “capital assets” (generally, property held for investment) under the Code and does not address the tax consequences that may be relevant to U.S. Holders in special tax situations including, for example:

 

    financial institutions or insurance companies;

 

    tax-exempt organizations;

 

    broker-dealers;

 

    traders in securities that elect to mark to market;

 

    real estate investments trusts, regulated investment companies, partnership or grantor trusts;

 

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    investors whose functional currency is not the United States dollar;

 

    United States expatriates;

 

    holders that hold our shares or ADS as part of a hedge, straddle or conversion transaction; or

 

    holders that own, directly, indirectly, or constructively, 10% or more of the total combined voting power, if any, of our shares or ADS.

Except where specifically described below, this discussion assumes that we are not a passive foreign investment company, or PFIC, for United States federal income tax purposes. Please see the discussion in “Item 10. E, Taxation – Material United States Federal Income Tax Consequences – Passive Foreign Investment Company Rules” below. Further, this discussion does not address the alternative minimum tax consequences of holding our shares or ADS or the indirect consequences to holders of equity interests in partnerships or other entities that own our shares or ADS. In addition, this discussion does not address the state, local and non-U.S. tax consequences of holding our shares or ADS.

You should consult your own tax advisor regarding the United States federal, state, local and non-U.S. income and other tax consequences of purchasing, owning, and disposing of our shares or ADS in your particular circumstances.

You are a “U.S. Holder” if you are a beneficial owner of shares or ADS and you are for United States federal income tax purposes:

 

    an individual who is a citizen or resident of the United States;

 

    a corporation, or any other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

 

    an estate the income of which is subject to United States federal income tax regardless of its source; or

 

    a trust if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all substantial decisions of the trust.

If a partnership holds shares or ADS, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A prospective investor who is a partner of a partnership holding our shares or ADS should consult its own tax advisor regarding the specific tax consequences of the purchase, ownership and disposition of the shares or ADS.

Ownership of ADS in General

For United States federal income tax purposes, if you are a holder of ADS, you generally will be treated as the owner of the shares represented by such ADS. Deposits and withdrawals of shares by a U.S. Holder in exchange for ADS generally will not result in the realization of gain or loss for United States federal income tax purposes.

The U.S. Treasury has expressed concerns that parties to whom receipts similar to the ADS are released may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. Holders of ADS and that would also be inconsistent with the claiming of the reduced tax rate described below applicable to dividends received by certain non-corporate U.S. Holders. Accordingly, the analysis of the creditability of Brazilian taxes and the availability of the reduced rate for dividends received by certain non-corporate holders could be affected by actions taken by parties to whom the ADS are released.

 

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Distributions on Shares or ADS

The gross amount of distributions made to you of cash or property with respect to your shares or ADS, before reduction for any Brazilian taxes withheld therefrom, will be includible in your income as dividend income to the extent such distributions are paid out of our current or accumulated earnings and profits as determined under United States federal income tax principles. Such dividends will not be eligible for the dividends received deduction generally allowed to corporate U.S. Holders. Subject to applicable limitations, including holding period limitations, and the discussion above regarding concerns expressed by the U.S. Treasury, dividends paid to non-corporate U.S. Holders of ADS will be taxable at a maximum rate of 20.0%.

If you are a U.S. Holder, and we pay a dividend in Brazilian reais, any such dividend will be included in your gross income in an amount equal to the U.S. dollar value of Brazilian reais on the date of receipt by you or, in the case of ADS, the depositary, regardless of whether or when the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income.

If you are a U.S. Holder, dividends paid to you with respect to your shares or ADS will be treated as foreign source income, which may be relevant in calculating your foreign tax credit limitation. Subject to certain conditions and limitations, Brazilian tax withheld on dividends may be credited against your U.S. federal income tax liability. Instead of claiming a credit, you may, at your election, deduct such otherwise creditable Brazilian taxes in computing your taxable income, subject to generally applicable limitations under U.S. law. The rules governing foreign tax credits and deductions for non-U.S. taxes are complex and, therefore, you should consult your own tax advisor regarding the applicability of these rules in your particular circumstances.

Sale or Exchange or other Taxable Disposition of Shares or ADS

A U.S. Holder generally will recognize capital gain or loss upon the sale, exchange or other taxable disposition of our shares or ADS measured by the difference between the U.S. dollar value of the amount realized and the U.S. Holder’s adjusted tax basis in the shares or ADS. Any gain or loss will be long-term capital gain or loss if the shares or ADS have been held for more than one year. Long-term capital gains of certain U.S. holders (including individuals) are eligible for reduced rates of United States federal income taxation. The deductibility of capital losses is subject to certain limitations under the Code.

If Brazilian tax is withheld on the sale or other disposition of a share or ADS, the amount realized by a U.S. Holder will include the gross amount of the proceeds of that sale or other disposition before deduction of the Brazilian tax. Capital gain or loss, if any, realized by a U.S. Holder on the sale, exchange or other taxable disposition of a share or ADS generally will be treated as United States source income or loss for United States foreign tax credit purposes. Consequently, in the case of a disposition of a share that is subject to Brazilian tax imposed on the gain (or, in the case of a deposit, in exchange for an ADS or share, as the case may be, that is not registered pursuant to Resolution No. 4,373, on which a Brazilian capital gains tax is imposed), the U.S. Holder may not be able to benefit from the foreign tax credit for that Brazilian tax unless the U.S. Holder can apply the credit against United States federal income tax payable on other income from non-U.S. sources in the appropriate income category. Alternatively, the U.S. Holder may take a deduction for the Brazilian tax if it does not elect to claim a foreign tax credit for any non-U.S. taxes paid during the taxable year.

Passive Foreign Investment Company Rules

In general, a non-U.S. corporation is a PFIC with respect to a U.S. Holder if, for any taxable year in which the U.S. Holder holds stock in the non-U.S. corporation, at least 75% of its gross income is passive income or at least 50% of the value of its assets (determined on the basis of a quarterly average) produce passive income or are held for the production of passive income. For this purpose, passive income generally includes, among other things, dividends, interest, rents, royalties and gains from the disposition of investment assets (subject to various exceptions). Based upon the nature of our current and projected income, assets and activities, we do not believe the shares or ADS were for the preceding taxable year nor do we expect them to be, shares of a PFIC for United States federal income tax purposes. However, the determination of whether the shares or ADS constitute shares of a PFIC is a factual determination made annually and thus may be subject to change. Because these determinations are based on the nature of our income and assets from time to time, as well as certain items that are not directly in our control, such as the value of our shares and ADS and involve the application of complex tax rules the application of which to our business is not always entirely clear, no assurances can be provided that we will not be considered a PFIC for the current or any past or future tax year.

 

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If we are treated as a PFIC for any taxable year during which you are a U.S. Holder, various adverse consequences could apply to you. Neither gains nor dividends would be subject to the reduced tax rates discussed above that are applicable in certain situations. Rather, gain recognized by you on a sale or other disposition of the shares or ADS would be allocated ratably over your period for the shares or ADS. The amounts allocated to the taxable year of the sale or disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, and an interest charge would be imposed on such tax as if it had not been paid from the original due date for your tax return for such year. Further, any distribution in respect of shares or ADS in excess of 125 percent of the average of the annual distributions on shares or ADS received by you during the preceding three years or, if shorter, your holding period would be subject to taxation as described above. Certain elections may be available (including a mark to market election) to U.S. persons that may mitigate the adverse consequences resulting from PFIC status. In any case, you would be subject to additional U.S. tax form filing requirements.

Backup Withholding and Information Reporting

In general, dividends on our shares or ADS, and payments of the proceeds of a sale, exchange or other disposition of shares or ADS, paid within the United States or through certain United States-related financial intermediaries to a U.S. Holder are subject to information reporting and may be subject to backup withholding at a current maximum rate of 28% unless the holder: (i) establishes, if required to do so, that it is an exempt recipient; or (ii) in the case of backup withholding, provides an accurate taxpayer identification number and certifies that it is a U.S. person and has not lost its exemption from backup withholding has occurred.

You can credit amounts withheld under these rules against your United States federal income tax liability, or obtain a refund of such amounts that exceed your United States federal income tax liability, provided that the required information is furnished to the IRS.

You should consult your own tax advisors concerning any U.S. reporting requirements that may arise out of your ownership or disposition of ADS or shares in light of your particular circumstances. The penalty for failing to comply with reporting requirements can be significant.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

Statements contained in this annual report regarding the contents of any contract or other document are complete in all material respects, however, where the contract or other document is an exhibit to this annual report, each of these statements is qualified in all respects by the provisions of the actual contract or other documents.

We are subject to the informational requirements of the Exchange Act applicable to a foreign private issuer. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. You may inspect reports and copy reports and other information filed with or furnished to the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. For further information, call the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet website that contains filings, reports and other information regarding issuers who, like us, file electronically with the SEC. The address of that website is http://www.sec.gov.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and members of our Board of Directors and Board of Executive Officers and our principal shareholders are exempt from reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, as a foreign private issuer, we will not be required under the Exchange Act to file periodic reports and consolidated financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

 

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We also file periodic reports and consolidated financial statements with the CVM, located at Rua Sete de Setembro, 111, Rio de Janeiro, Rio de Janeiro 20159-900, Brazil.

I. Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The risks inherent in our market sensitive instruments are potential losses that may arise from adverse changes to interest rates and/or foreign exchange rates. We are subject to market risk resulting from changes in interest rates because such changes may affect the cost at which we obtain financing. We are subject to exchange rate risk with respect to our debt denominated in foreign currencies. We are also subject to the risk of volatility in the equity markets due to our investments in our affiliates and investments held at fair value.

Interest Rate Risks

As of December 31, 2015, our total indebtedness was R$ 46,398 million, of which 61%, or R$ 28,191 million, was linked to variable interest rates. Our debts are mainly indexed to the following interest rates: (i) CDI (24.6% of our indebtedness), (ii) TJLP (14.2% of our indebtedness), (iii) LIBOR (8.0% of our indebtedness) and (iv) SELIC (5.7% of our indebtedness).

Exchange Rate Risks

As of December 31, 2015, approximately 32.9% of our total consolidated indebtedness of R$ 15,283 million was denominated in foreign currencies. As of December 31, 2015, total consolidated indebtedness denominated in foreign currencies R$ 14,851 million, or approximately 32.0% of our total debt was denominated in U.S. dollars.

As a defense measure against these exposures Eletrobras has a Financial Hedge Policy, which has been approved by its Board of Executive Officers on October 30, 2009.

This policy contains a priority ranking, which emphasizes structural solutions by contemplating the natural balance of exposed positions.

Later, operations with other types of financial instruments may also be analyzed. Finally, the transactions with financial derivatives are analyzed, which will only be carried out in a complementary way and with the sole purpose of protecting those assets and liabilities indexed to Eletrobras and to its subsidiaries which evidence mismatches and which cannot constitute financial leverage or third parties lending operation.

With respect to the interest rate risk, much of the exposure to Libor was mitigated through derivative transactions in 2011 and 2012, and whose residual exposure is being reduced over time. As for the other floating rates to which the company is exposed, Eletrobras performs, in line with its Financial Hedge Policy, ongoing assessments of the risks of existing interest rates in order to ascertain the need to carry out new hedging transactions to mitigate the risks that are deemed relevant. However, there is no expectation that there will be a significant change in the Company’s exposure to interest rates.

With respect to the exchange rate risk, the company has has been privileging over the years the structural solution to mitigate the risk through foreign funding (between 2009 and 2011), thus substantially reducing the exchange rate risk to which Eletrobras was exposed. As a result, the main focus of this risk for the company has been having its cash flows in foreign currency. For that purpose, Eletrobras permanently asseses the need to conduct operations to mitigate the exchange rate risks that are deemed relevant. For the last fiscal year it is important to stress that (i) the USD 300 million bonds that expired on November 2015 consisted of the most relevant factor under the exchange rate risk, and (ii) no significant change is expected in the company’s risk level for the next fiscal year.

 

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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.D. American Depositary Shares

Fees payable by the holders of our ADS

J.P. Morgan Chase Bank, N.A. serves as the depositary for both of our common and preferred ADS. ADR holders are required to pay various fees to the depositary, and the depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid.

ADR holders are required to pay the depositary: (i) an annual fee of U.S.$0.02 per ADS for administering the ADR program and (ii) amounts in respect of expenses incurred by the depositary or its agents on behalf of ADR holders, including expenses arising from compliance with applicable law, taxes or other governmental charges, facsimile transmission, or conversion of foreign currency into U.S. dollars. In both cases, the depositary may decide in its sole discretion to seek payment by either billing holders or by deducting the fee from one or more cash dividends or other cash distributions.

ADR holders are also required to pay additional fees for certain services provided by the depositary, as set forth in the table below:

 

Depositary Action

  

Associated fee

Issuance, delivery, reduction, cancellation or surrender of ADS    U.S.$5.00 per 100 ADS
Any cash distribution to registered ADS holders    U.S.$0.02 (or less) per ADS
Transfer rates (to the extent not prohibited by the rules of the primary stock exchange upon which the ADS are listed)    U.S.$1.50 per ADR or ADRs

Depositary reimbursements

In accordance with the deposit agreement entered between the depositary and us, the depositary reimburses us for certain expenses we incur in connection with the ADR program. From January 1 to December 31, 2015, our depositary bank reimbursed us the amount of U.S.$4.1 million.

 

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

We carried out an evaluation under the supervision of, and with participation of, our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, including those defined in United States Exchange Act Rule 13a-15e, as of the year ended December 31, 2015. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective controls and procedures can only provide reasonable assurance of achieving their control objectives.

As a result of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2015, and that the design and operation of our disclosure controls and procedures were not effective to provide reasonable assurance that all material information relating to our company was reported as required because material weaknesses in the current operation of our internal control over financial reporting were identified as described below.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, and that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal controls over financial reporting as of December 31, 2015. In 2015, the Company implemented COSO (2013) Internal Control – Integrated Framework. Based on this assessment, our management concluded that, as of December 31, 2015, our internal control over financial reporting was not effective because material weaknesses existed. A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses identified were:

 

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1 – We did not maintain an effective control environment, especifically regarding the lack of timely remedial actions related to previous years, including the proper execution of management review controls comprising completeness analysis, materiality threshold definition and accuracy determination of data to certain controls reviewed;

2 – We did not maintain adequate controls regarding the preparation of the financial statements and related disclosures, including related parties transaction reconciliation; monitoring controls regarding the financial situation and the related accounting reflects of the transactions made with suppliers (Furnas); and analysis, reconciliation and monitoring of consumed fuel (Amazonas);

3 – We did not maintain effective internal controls regarding the adequate monitoring of the investments in specific purpose entities (SPEs), as well as for the related parties transactions, including failure to identify and monitor the physical and financial execution of the relevant investment projects evaluated under the equity method, lack of technical and financial terms review related to construction contracts before the bid process, adequate analysis of the proposals made by suppliers and lack of evaluation and monitoring of progress and budget of projects;

4 – We did not have effective internal controls over the Risk, Corruption Prevention and Compliance Program, considering the requirements of the North American legislation (FCPA - Foreign Corrupt Practices Act) and also of the Brazilian legislation (Law 12,846/2013 - anti-corruption law);

5 – We did not maintain adequate internal controls that would avoid management override to the high level controls, including failure to communicate and to obtain adherence to the ethical values prescribed in the Company’s code of conduct, and an ineffective whistleblower channel due to inadequate comprehensiveness controls;

6 – We did not maintain effective controls related to payments and capitalization of fixed assets, that would result in future economic benefits as well as the approvals related to internal controls over the capitalization process.

Remediation of Material Weakness

We hired external consultants to assist us with the tests performed by our management, to remedy material weaknesses and to review internal controls in order to comply with Section 404a of the Sarbanes-Oxley Act, encompassing all companies included within the scope of this certification. We highlight that the tests conducted by our management are independent to the tests conducted by our external auditor. Accordingly, our management has assessed a broader set of internal controls than those reviewed by our external auditor.

In order to remedy the material weakness related to the significant number of deficiencies on reporting of financial information that have not been corrected in a timely manner, Eletrobras strengthened, together with its subsidiaries, the importance of appointing individuals to be in charge of the internal control environment throughout its different business areas and has also set targets for such areas’ managers. Additionally, with a view of reducing the existing deficiencies, the Eletrobras companies are promoting actions in corporate governance, risk management and management of internal controls areas.We are currently implementing plans to address these qualitative and quantitative deficiencies. Eletrobras is restructuring its operational structure, as well as changing its corporate governance process. The new Board of Directors and the new CEO will seek to make the company more ethical and efficient by focusing on five main priorities: ensuing financial sustainability of the company; pursuing operational excellence; strengthening corporate governance; focusing on generation and transmission; and disposing of non-core assets.

To remedy the material weaknesses in internal controls which ensure the review/proper monitoring of the preparation of financial statements and related disclosures, and to remedy the deficiencies related to monitoring the financial situation and accounting effects related to transactions with suppliers in Furnas, Eletrobras is implementing an integrated procurement process and contract management to reduce the risk of not timely identifying accounting adjustments caused by the failure from suppliers to deliver goods and services. Amazonas Energia is testing a monitoring system to monitor fuel consumption for power generation in its thermoelectric plants. Management of Amazonas Energia structured with business areas involved in fuel consumption process, physical inventory procedures for proper monitoring and validation of the information to be recorded.

 

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The Company, with the support of specialized external consultants,is implementing an organizational structure that includes the redesign, standardization and centralization of transactional processes and decision making, which we believe will positively impact our accounting and financial statement disclosure controls and procedures.

Efforts to remedy the deficiencies regarding the material weakness related to controls to ensure the proper monitoring of the SPEs investments are currently ongoing, including implementation of integrated SPE management process. We are also implementing an action plan to ensure that related party and other unusual transactions are carried out by the Eletrobras companies in accordance with the Company’s policies, regulations and procedures, as well as current regulations (PCAOB AS 18, CVM 552 and Law No. 13,303/2016), and that these transactions are properly classified and reported in financial statements. At the end of 2015 the Company issued a SPE Manual describing and guiding the main practices on how to make and manage new investments. For pre-existing investments we are performing a gap analysis of the provisions of existing shareholders’ agreements with those described in the SPE Manual to the Board of Directors’ decision.

We have been improving and enhancing our compliance program, in order to remedy the related material weakness, according to the FCPA’s requirements and the Brazilian Anticorruption Law. Throughout 2015 and 2016 we have implemented a series of steps to increase the sophistication and effectiveness of our compliance program.

The “Eletrobras 5 Dimensions Compliance Program” is a company-wide plan that we are developing and implementing in order to comply with international corporate governance standards, laws and regulations, including the U.S. Sarbanes-Oxley Act of 2002, the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), the Brazilian Anticorruption Law (Law no. 12,846/2013), Law of Government-Controlled Companies (Law no. 13,303/2016), the rules and guidelines issued by the SEC, CVM, the Brazilian Institute of Corporate Governance (IBGC) and the OECD, among others. A summary of the program is discussed below:

 

  1. Development of Company Culture:

 

  (a) Setting the “tone at the top.” We have made significant management and governance changes during 2016, including turning over the membership of the entire Board of Directors, hiring a new CEO with extensive industry experience, creating an independent compliance structure and appointing a Chief Compliance Officer. The Compliance Officer reports to the CEO and to the board of directors, which approves compliance measures and internal regulations, as well as sponsoring the meetings and training sessions to support for compliance related initiatives.

 

  (b) Creation of an Executive Compliance Commission within Eletrobras, led by the Compliance Officer, compliance managers and officers of all subsidiaries. On a weekly basis, the Executive Compliance Commission liaises internally with our subsidiaries to implement and improve our compliance program.

 

  2. Periodic Risk Assessment:

The performance of the annual risk assessments of fraud, corruption, legal, human resources, financial issues and operational performance take into account the update and review of an array of corporate risks. The Holding’s Executive Office prioritizes the most relevant risks and establishes action plans to recommend controls or to improve existing controls in order to mitigate these risks. Monitoring of the effectiveness of mitigation is ongoing throughout the process. Our Compliance Program takes into account the areas that are more exposed to corruption risk, which are then subject to structuring and implementation of the related controls.

 

  3. Policies and Procedures:

 

  (a)

Reporting Channel: we have our own reporting channel that assures anonymity and confidentiality of whistleblowing and other internal reporting. The channel is managed by the Ombudsman and the complaints are handled by different committees depending on their nature (aspects of conduct, ethics and corruption). Monthly reports of management and how complaints are dealt with are issued and submitted

 

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  to the Fiscal Council (adapted to the Audit Committee functions). We are currently reviewing the process design to receive, treat and answer complaints, seeking to improve their effectiveness design to receive, treat and answer complaints, seeking to improve their effectiveness and attractiveness by contracting a specialized third party channel and establishing a policy of consequences..

 

  (b) Code of Ethics and Compliance Program Manual (and its orientation guidelines related to audience segments): the Code of Ethics and Conduct Commitments are in final phase of regulatory update to strengthen the aspects related to the Corporate Integrity.The Compliance Program Manual establishes the guidelines of the program as well as its management and internal and external application. We have produced the second version of the Compliance Manual, which contains guidelines for employees, management and members of the Fiscal Council.

 

  (c) Contractual Provisions / Due Diligence: our contractual arrangements with third parties have compliance provisions to Brazilian and North American anti-corruption legislation. We are currently structuring and implementing forms, statements and other due diligence procedures for major third-party groups.

 

  (d) Background Check: analyses are made on integrity as well as on requirements and impediments to select our officers and members of our Board of Directors, its subsidiaries and affiliated SPEs, according to the provisions of Law of Government-Controlled Companies (Law no. 13,303/2016).

 

  (e) Special Purpose Entities (SPE) Manual:We created, at the end of 2015, an SPE manual describing and providing guidance on the main practices of constitution and management of new investments. For pre-existing investments we are performing a gap analysis of the provisions of existing shareholders’ agreements with those described in the SPE Manual to be delivered to the Board of Directors.

 

  4. Promotion and Training:

We provide periodic training of employees and executives, as well as disseminating of the Compliance Program Manual, materials and policies to all employees and third parties of Eletrobras companies, including suppliers and partners. We have also provided courses on Eletrobras 5 Dimensions Compliance Program to certain employees (based on the level of exposure to corruption risk) at Universidade Corporativa and organized seminars at our subsidiaries. We have also developed a web-based training on ethics and compliance for all employees.

 

  5. Continuous monitoring, remediation and application of penalties:

 

  (a) Internal Audit: The Annual Internal Audit Plan is set based on corporate risk matrix and provides the annual test evidence on quality and effectiveness of the Compliance Program.

 

  (b) Data System Integration: each entity within the Eletrobras group must follow strict accounting records and controls that allow timely presentation of accurate financial statements. A program to integrate data in one single database is currently ongoing, as well as, standardization of policies and procedures by means of which security and integrity of internal controls over financial reporting is strengthened.

 

  (c) In 2015, in response to media reports of illegal activities, the Board of Directors created an independent special commission to oversee the Internal Investigation together with an experienced investigations team led by international law firm, Hogan Lovells.

In relation to the material of management overriding controls, we believe that the creation of the Compliance Officer and the consolidation of our compliance program will strengthen our internal controls as we strengthen our actions of corporate governance and business ethics.

Furthermore, we are implementing procedures, including integrated procurement and contractual management practices to remedy the deficiencies regarding the material weakness related to controls to ensure the proper monitoring of payments and capitalization of fixed assets are currently ongoing with an implemention of the integrated procurement and contract management process.

 

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Independent Investigation

As a response to allegations of potential illegal activities appearing in the media in 2015 relating to companies that provide services to the Company’s subsidiary Eletrobras Termonuclear S.A. – Eletronuclear, a subsidiary of Centrais Elétricas Brasileiras S.A., (“Eletronuclear”) (specifically, “NTU Angra 3” nuclear power plant), and to certain SPEs that Eletrobras holds a minority stake, Eletrobras’ Board of Directors, although not required to do so, hired the law firm Hogan Lovells US LLP on June 10, 2015 to undertake an independent internal investigation for the purpose of assessing the eventual existence of irregularities, including violations of the U.S. Foreign Corruption Practice Act (FCPA), the Brazilian Anticorruption Law and the Eletrobras’ code of ethics (the “Independent Investigation”).

The independent investigation is subject to oversight by an Independent Commission whose creation was approved by Eletrobras’ Board of Directors in 2015. This Commission is composed of Ms. Ellen Gracie Northfleet, a former judge of the Brazilian Supreme Court, Mr. Durval José Soledade Santos, a former director of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários - CVM), and Dr. Manuel Jeremias Leite Caldas, representative of minority shareholders.

Eletrobras, Hogan Lovells and the Independent Commission have been closely monitoring the investigations and cooperating with Brazilian and United States authorities, including Federal Courts (Justiça Federal); Federal Prosecutors’ Office (Ministério Público Federal or “MPF”); Brazilian Securities Commission (Comissão de Valores Mobiliários or “CVM”); Council for Economic Defense (Conselho Administrativo de Defesa Economica or “CADE”) United States Department of Justice (“DOJ”), United States Securities & Exchange Commission (“SEC”), among others, and have responded to requests for information and documents from these authorities.

Eletrobras evaluated the contracts with irregularities identified under the investigations and, when applicable, suspended the contract. Eletrobras took the applicable administrative measures in relation to employees and officers involved in the irregularities identified by the investigation, including, when applicable, the suspension and termination of the employment agreement.

On April 29, 2015, the Federal Police commenced the “Radioactivity Operation” phase of Operation “Lava Jato”, which resulted in the imprisonment of a former officer of our subsidiary Eletrobras Termonuclear S.A – Eletronuclear. This former officer was sentenced to 43 years of prison, by the judge of the 7th Federal Criminal Court, for passive bribery, money laundering, obstruction of justice, tax evasion and participation in a criminal organization. On July 6, 2016, the Federal Police commenced “Operation Pripyat”, in which the Federal Police served arrest warrants issued by the judge of the 7th Federal Court of the District of Rio de Janeiro against former officers, officers who had already been suspended by Eletrobras’ Board of Directors as well as other parties. Formal charges of corruption, money laundering and obstruction of justice were filed against such former officers by Federal Prosecutors on July 27th, 2016. Eletrobras is assisting the prosecution in these criminal proceedings.

In accordance with Eletrobras’s code of ethics, we do not tolerate corruption or other any illegal business practices of our employees, contractors or suppliers, and, accordingly, we have undertaken the corporate governance and compliance initiatives described in this Form 20-F.

ITEM 15T. CONTROLS AND PROCEDURES

Not applicable.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined thatLuis Felipe Vital Nunes Pereira, a member of our Fiscal Council, is an “audit committee financial expert” as defined by current SEC rules and meets the independence requirements of the SEC and the NYSE listing standards. For a discussion of the role of our Fiscal Council, see “Item 6.C, Board Practices – Fiscal Council.”

 

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ITEM 16B. CODE OF ETHICS

On June 15, 2010, we adopted a code of ethics that applies to all our employees, including our chief executive officer, chief financial officer, principal accounting officer and persons performing similar functions, as well as to directors and other officers. The objective of this code is: (i) to reduce the possibility of the misinterpretation of ethical principles as a result of subjective, personal interpretation; (ii) to be a formal and institutional benchmark for the professional conduct of our employees, including the ethical handling of actual or apparent conflicts of interests; (iii) to provide a standard for our internal and external relationships with our shareholders, investors, clients, employees, partners, suppliers, service providers, labor unions, competitors and society, the government and the communities in which we operate; and (iv) to ensure that daily concerns with efficiency, competitiveness and profitability do not override ethical behavior. The Code of Ethics is being updated, and its latest version will become available by the end of 2016. Our code of ethics is available free of charge by requesting a copy from our Investor Relations Department at the following address or website: Avenida Presidente Vargas, 409, 9th Floor, Edifício Herm. Stolz, CEP 20071-003 Rio de Janeiro, RJ, Brazil; telephone: +55 21 2514 6331 or +55 21 2514 6333; fax: +55 21 2514 5964; e-mail: invest@eletrobras.com or http://www.eletrobras.com

We also created, in 2008, a “whistleblower channel” in order to receive “complaints,” by any person (provided such complaint is directly and monthly reported to the Fiscal Council), regarding any “dishonest or unethical conduct,” “accounting, internal accounting controls, or auditing matters” and any equally confidential and anonymous submissions of “concerns” of the same type by our employees and associates. The “whistleblower channel” can be accessed through our website or by letter sent to our headquarters marked for the attention of our Fiscal Council.

In 2015 we improved our process in order to report all the complaints directly to the Fiscal Council. In 2015 and 2016, respectively, 30 and 63 issues related to fraud and corruption conduct were reported to different channels, being eleven reported through the “whistleblower channel”. None of them had financial impact on our results of operations. We have not granted any implicit or explicit waivers from any provision of our code of ethics since its adoption.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth by category of service the total fees for services provided to Eletrobras by PricewaterhouseCoopers Auditores Independentes and KPMG Auditores Independentes, as applicable, during the fiscal years ended December 31, 2015 and 2014.

 

     2015      20141  
     (R$ )  

Audit Fees

     16,156,966.56         12,009,016.36   

Audit-Related Fees

     —           —     

Tax Fees

     —           —     

All Other Fees

     —           —     
  

 

 

    

 

 

 

Total

     16,156,966.56         12,009,016.36   
  

 

 

    

 

 

 

 

(1) 2014 fiscal year audit performed by PricewaterhouseCoopersAuditores Independentes and KPMG Auditores Independentes.

R$ R$ R$ R$

Audit Fees

Audit fees consist of the aggregate fees billed by KPMG Auditores Independentes and PricewaterhouseCoopers Auditores Independentes, in connection with the audits of our annual consolidated financial statements and internal controls, interim reviews of our quarterly financial information comfort letters, procedures related to the audit of income tax provisions in connection with the audit and the review of our consolidated financial statements.

 

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Tax Fees

No audit-related fees were paid to KPMG Auditores Independentes or PricewaterhouseCoopers Auditores Independentes, our prior auditors, for the fiscal years ended December 31, 2015, 2014 and 2013.

All Other Fees

No other fees were paid to KPMG Auditores Independentes or PricewaterhouseCoopers Auditores Independentes, our prior auditors, for the fiscal years ended December 31, 2015, 2014 and 2013.

Fiscal Council Pre-Approval Policies and Procedures

The Fiscal Council recommends to the Board of Directors for approval, the entity to be hired to provide independent audit services to Eletrobras and our subsidiaries and their compensation, as well as its replacement. The engagement of an independent auditor for non-audit services is subject to previous approval of the audit committee in respect to compliance with independence rules. For more information regarding our Board of Directors and Fiscal Council, see “Item 6.C. Board of Directors Practices.”

ITEM 16D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

We have designated and empowered our Fiscal Council to perform the role of an audit committee pursuant to Rule 10A-3 of the Exchange Act. We are required by both the SEC and the NYSE listed company audit committee rules to comply with Rule 10A-3 of the Exchange Act, which requires that we either establish an audit committee, composed of members of our Board of Directors, that meets specified requirements or designate and empower our Fiscal Council to perform the role of the audit committee in reliance on the exemption set forth in Rule 10A-3(c)(3) of the Exchange Act. We believe that our Fiscal Council satisfies the independence and other requirements of Rule 10A-3 of the Exchange Act, which would apply in the absence of our reliance on the exemption.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

See “Item 9.C, Markets – Significant Differences between our Corporate Governance Practices and NYSE Corporate Governance Standards.

 

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PART III

ITEM 17. FINANCIAL STATEMENTS

See “Item 18, Financial Statements.”

ITEM 18. FINANCIAL STATEMENTS

Please see our consolidated financial statements beginning on page F-1. In 2015, none of our affiliated entities was a significant subsidiary under Rule 3-09 of Regulation S-X. In 2014, Madeira Energia S.A. and Energia Sustentável do Brasil Participações S.A. constituted significant subsidiaries under Rule 3-09 of Regulation S-X, and, accordingly, we will file financial statements for those entities as of and for the year ended December 31, 2015 as an amendment to this annual report. In addition, we have included beginning on page F-263 the audit reports by other auditors with respect to the financial statements of Madeira Energia S.A. and Norte Energia S.A. as of and for the year ended December 31, 2015. These audit reports are referred to in the report of our external auditors, KPMG Auditores Independentes, with respect to our consolidated financial statements as of and for the year ended December 31, 2015.

ITEM 19. EXHIBITS

 

  2.1 Amended and Restated Deposit Agreement dated October 18, 2002 between Centrais Elétricas Brasileiras S.A. – Eletrobras and J.P. Morgan Chase Bank, N.A., incorporated herein by reference from our Registration Statement on Form 20-F, filed July 21, 2008, File No. 001-34129.

 

  2.2 The total amount of long-term debt securities of our company and its subsidiaries under any one instrument does not exceed 10% of the total assets of our company and our subsidiaries on a consolidated basis. We agree to furnish copies of any or all such instruments to the SEC upon request.

 

  3.2 By-Laws of Centrais Elétricas Brasileiras S.A. – Eletrobras (English translation), dated December 23, 2011.

 

  4.1 Itaipu treaty signed by Brazil and Paraguay – Law No. 5,899 of July 5, 1973, incorporated herein by reference from our Registration Statement on Form 20-F, filed July 21, 2008, File No. 001-34129.

 

  8.1 List of subsidiaries.

 

12.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Centrais Elétricas Brasileiras S.A. – Eletrobras.

 

12.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Centrais Elétricas Brasileiras S.A. – Eletrobras.

 

13.1 Section 906 Certification of Chief Executive Officer of Centrais Elétricas Brasileiras S.A. – Eletrobras.

 

13.2 Section 906 Certification of Chief Financial Officer of Centrais Elétricas Brasileiras S.A. – Eletrobras.

 

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

    CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS

October 11, 2016

    By:  

/s/ Wilson Pinto Ferreira Junior

      Name:   Wilson Pinto Ferreira Junior
      Title:   Chief Executive Officer
    By:  

/s/ Armando Casado de Araújo

      Name:   Armando Casado de Araújo
      Title:   Chief Financial and Investor Relations Officer


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CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2015 and 2014 and January 1, 2014, and for each of the years in the three-year period ended December 31, 2015.

Contents

 

Reports of Independent Registered Public Accouting Firm for the year ended December 31, 2014 and December 31, 2015 (KPMG)

     F-2   

Report of Independent Registered Public Accouting Firm for the year ended December 31, 2014 and December 31, 2015 (KPMG)

     F-4   

Report of Independent Registered Public Accouting Firm for the year ended December 31, 2013 (PWC)

     F-6   

Consolidated balance sheets as of December  31, 2015 and 2014 and January 1, 2014

     F-7   

Consolidated statements of profit and loss for the years ended December 2015, 2014 and 2013

     F-9   

Consolidated statements of comprehensive loss for the years ended December 31, 2015, 2014 and 2013

     F-10   

Consolidated statements of changes in equity for the years ended December 31, 2015, 2014 and 2013

     F-11   

Consolidated statements of cash flows for the years ended December  31, 2015, 2014 and 2013

     F-12   

Notes to the consolidated financial statements for the years ending December 31, 2015, 2014 and 2013

     F-13   

Independent Auditor’s Report of Madeira Energia S.A. – MESA on October 10, 2016.

     F-263   

Independent Auditor’s Report of Norte Energia S.A. on October 10, 2016.

     F-264   

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Centrais Elétricas Brasileiras S.A. – Eletrobras:

We have audited the accompanying consolidated balance sheets of Centrais Elétricas Brasileiras S.A. – Eletrobras and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of profit and loss, comprehensive loss, changes in equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of Madeira Energia S.A (a 39.00 percent owned investee company) and Norte Energia S.A (a 49.98 percent owned investee company). The Company’s investment in Madeira Energia S.A at December 31, 2015 and 2014 was R$ 2,896,068 thousand and R$ 2,724,068 thousand, respectively, and its equity in net earnings was R$ 7,030 thousand and net loss of R$ 861,144 thousand for the years ended December 31, 2015 and 2014, respectively, and the investment in Norte Energia S.A at December 31, 2015 was R$ 3,378,325 thousand after consolidating adjustments, and equity in net loss after consolidating adjustments of R$ 23,958 thousand for the year ended December 31, 2015. The financial statements of Madeira Energia S.A. and Norte Energia S.A. were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Madeira Energia S.A. and Norte Energia S.A. based solely on the reports of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Centrais Elétricas Brasileiras S.A. – Eletrobras and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years ended December 31, 2015 and 2014, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

As further described in Note 16 to the consolidated financial statements, the subsidiaries of the distribution segment and the power generations subsidiaries Eletrobras Termonuclear S.A. (Eletronuclear) and Companhia de Geração Térmica de Energia Elétrica (CGTEE) have continued to incur operating losses and have current liabilities in access of current assets, and the associates Norte Energia S.A, Madeira Energia S.A., ESBR Participações S.A., São Manoel S.A and Teles Pires Participações S.A. have current liabilities in excess of their respective current assets on December 31, 2015. The financial statements of these subsidiaries and associates have been prepared assuming these subsidiaries and associates will continue as a going concern. The Company’s consolidated financial statements to not include any adjustments that might result from the outcome of this uncertainty.

As further described in Note 4.XI to the consolidated financial statements, the Company is a defendant in two class action lawsuits initiated in the United States of America that alleges, among other things, that the Company and the individual defendants knew or should have known about alleged fraud committed against the Company by a cartel of construction firms, as well as bribes and kickbacks allegedly solicited and received by the Company’s employees; that the Company and the individual defendants made material misstatements and omissions regarding the alleged fraud; and that the Company’s stock price declined when the alleged fraud was disclosed. Although no provision has been made in the Company’s consolidated financial statements, the ultimate outcome of these legal proceedings could have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows in the future. The Company´s net loss for the year ended December 31, 2014 and 2015 was increased by R$ 154,147 thousand and by R$ 4,482 thousand as a result of previously capitalized costs, net of impairment charges and investment on equity method investee which have been written off, representing the estimated amounts linked to unlawful activities that Eletrobras subsidiaries and associate overpaid for the acquisition of property, plant and equipment.

 

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated October 11, 2016 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG Auditores Independentes

Rio de Janeiro, Brazil

October 11, 2016

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Centrais Elétricas Brasileiras S.A. - Eletrobras

We have audited Centrais Elétricas Brasileiras S.A. – Eletrobras’s (“Company” or “Eletrobras”) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Eletrobras’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses related to (i) previous internal control deficiencies remediation; (ii) the financial statements preparation process; (iii) SPEs and related party transactions; (iv) risk, corruption prevention and compliance program monitoring; (v) management review controls; and (vi) improper payments and capitalization of costs; has been identified and included in management’s assessment. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of Eletrobras. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2015 consolidated financial statements, and this report does not affect our report dated October 11, 2016, which expressed an unqualified opinion on those consolidated financial statements.

 

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In our opinion, because of the effects of the aforementioned material weaknesses on the achievement of the objectives of the control criteria, Centrais Elétricas Brasileiras S.A. – Eletrobras has not maintained effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We do not express an opinion or any other form of assurance on management’s statements referring to corrective actions taken after December 31, 2015, relative to the aforementioned material weaknesses in internal control over financial reporting.

/s/ KPMG Auditores Independentes

Rio de Janeiro, Brazil

October 11, 2016

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To board of directors and shareholders of

Centrais Elétricas Brasileiras S.A. – Eletrobras:

In our opinion, the consolidated statements of profit and loss, comprehensive income, changes in equity and cash flows for the year ended December 31, 2013 present fairly, in all material respects, the results of operations and cash flows of Centrais Elétricas Brasileiras S.A. – Eletrobras and its subsidiaries for the year ended December 31, 2013 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers Auditores Independentes

Rio de Janeiro, Brazil

April 30, 2014

 

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CENTRAIS ELÉTRICAS BRASILEIRAS S.A - ELETROBRAS AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2015 AND 2014

( in thousands of reais )

 

ASSETS    NOTE      12/31/2015      12/31/2014  

CURRENT

        

Cash and cash equivalent

     5         1,393,973         1,407,078   

Restricted cash

     5         647,433         1,743,525   

Marketable Securities

     6         6,842,774         3,730,345   

Accounts Receivable

     7         4,137,501         4,427,216   

Financial assets - concessions and Itaipu

     18         965,212         3,437,521   

Financing and loans

     9         3,187,226         2,696,021   

Fuel Consumption Account - CCC

     26         195,966         521,964   

Equity interest remuneration

     10         309,360         289,574   

Recoverable taxes

     11         716,651         900,431   

Income tax and social contribution

     11         1,475,598         762,726   

Reimbursement rights

     12         2,265,242         3,673,639   

Inventories

        631,669         512,614   

Nuclear fuel inventory

     13         402,453         340,319   

Indemnities - Law 12.783/2013

     8         —           3,738,295   

Derivative financial instruments

     44         21,307         124,635   

Hydrological risk

     15         195,830         —     

Assets held for sale

     43         4,623,785         —     

Others

        1,425,416         2,245,290   
     

 

 

    

 

 

 

TOTAL CURRENT ASSETS

        29,437,396         30,551,193   

NON-CURRENT

        

LONG-TERM ASSETS

        

Reimbursement rights

     12         8,238,140         6,129,423   

Financing and loans

     9         14,400,394         11,988,543   

Accounts Receivable

     7         1,833,457         1,743,504   

Marketable Securities

     6         194,990         224,734   

Nuclear fuel inventory

     13         578,425         661,489   

Recoverable taxes

     11         2,623,186         2,538,131   

Income tax and social contribution

     11         3,067,591         2,467,631   

Guarantees and restricted deposits

        5,079,707         3,808,155   

Fuel Consumption Account - CCC

     26         13,331         3,944   

Financial assets - Concessions and Itaipu

     18         28,416,433         28,969,262   

Derivative financial instruments

     44         25,004         135,276   

Advances for future capital increase

     14         1,215,532         1,140,633   

FUNAC refund

        —           595,445   

Hydrological risk

     15         598,161         —     

Others

        1,487,335         1,070,214   
     

 

 

    

 

 

 
        67,771,686         61,476,384   

INVESTMENTS

        

Evaluated by the equity method

     16         20,685,806         18,608,682   

Maintained at fair value

     16         1,177,260         1,370,371   
     

 

 

    

 

 

 
        21,863,066         19,979,053   

FIXED

     17         29,479,479         31,105,548   

INTANGIBLE

     19         935,151         1,365,371   
     

 

 

    

 

 

 

TOTAL NON-CURRENT ASSETS

        120,049,383         113,926,357   
     

 

 

    

 

 

 
        
     

 

 

    

 

 

 

TOTAL ASSETS

        149,486,779         144,477,550   
     

 

 

    

 

 

 

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

 

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CENTRAIS ELÉTRICAS BRASILEIRAS S.A - ELETROBRAS AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2015 AND 2014

( in thousand reais )

 

LIABILITIES AND SHAREHOLDERS’ EQUITY    NOTE    12/31/2015     12/31/2014  

CURRENT

       

Financing and loans

   23      4,224,448        4,931,531   

Debentures

   24      357,226        325,732   

Compulsory Loan

   25      57,630        50,215   

Suppliers

   21      10,128,507        7,489,134   

Advances from clients

   22      648,236        501,572   

Taxes payable

   27      1,556,578        1,168,168   

Income tax and social contribution

   27      581,344        18,138   

Fuel Consumption Account - CCC

   26      —          301,471   

Shareholders’ compensation

   29      43,522        64,402   

Estimated liabilities

        1,018,788        1,174,679   

Reimbursement obligations

   12      396,208        702,728   

Post-employment benefits

   30      114,861        258,898   

Provisions for contingencies

   31      590,725        32,082   

Regulatory fees

   28      695,400        930,297   

Leasing

   23      132,972        74,507   

Concessions payable - use of public property

        3,920        3,645   

Derivatives financial instruments

   44      20,608        26,573   

Liabilities associated to assets held for sale

   43      5,575,009        —     

Others

        1,953,661        1,230,236   
     

 

 

   

 

 

 

TOTAL CURRENT LIABILITIES

        28,099,643        19,284,008   

NON-CURRENT

       

Financing and loans

   23      42,173,812        34,607,594   

Suppliers

   21      9,449,421        10,047,367   

Debentures

   24      205,248        434,191   

Advances from clients

   22      659,082        718,451   

Compulsory Loan

   25      466,005        469,459   

Asset decommission obligation

   32      1,201,186        1,314,480   

Fuel Consumption Account - CCC

   26      452,948        474,770   

Provisions for contingencies

   31      13,556,129        13,091,867   

Post-employment benefits

   30      1,858,824        2,001,268   

Provisions for unfunded liabilities

        257,907        97,449   

Onerous contracts

   34      1,489,292        1,130,201   

Reimbursement obligations

   12      2,483,378        2,529,893   

Leasing

   23      1,119,183        1,252,154   

Concessions payable - use of public property

        59,644        59,815   

Advances for future capital increase

   33      219,294        193,606   

Derivatives financial instruments

   44      78,521        70,336   

Regulatory fees

   28      462,195        609,721   

Taxes payable

   27      900,309        837,551   

Income tax and social contribution

   27      1,003,796        569,380   

Others

        1,710,369        1,030,640   
     

 

 

   

 

 

 

TOTAL NON-CURRENT LIABILITIES

        79,806,543        71,540,193   

SHAREHOLDERS’ EQUITY

       

Capital stock

   36      31,305,331        31,305,331   

Capital reserves

   36      26,048,342        26,048,342   

Profit reserves

        —          2,259,039   

Adjustments to equity

        39,452        42,947   

Accrued losses

        (12,339,801     (3,195,151

Accumulated other comprehensive loss

        (3,113,481     (3,116,108

Values recognized in ORA classified as assets held for sale

        (6,458     —     

Non-controlling shareholders

        (352,792     308,949   
     

 

 

   

 

 

 

TOTAL SHAREHOLDERS’ EQUITY

        41,580,593        53,653,349   
     

 

 

   

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

        149,486,779        144,477,550   
     

 

 

   

 

 

 

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

 

F-8


Table of Contents

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRAS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF PROFIT AND LOSS FOR THE YEARS ENDING ON

DECEMBER 31, 2015, 2014 AND 2013

( in thousands of reais )

 

     NOTE    12/31/2015     12/31/2014     12/31/2013  

NET OPERATIONAL REVENUE

   38      32,588,838        30,137,807        23,835,644   
     

 

 

   

 

 

   

 

 

 

OPERATING EXPENSES

         

Energy purchased for resale

   41      (10,766,227     (10,424,699     (5,515,206

Charges upon use of electricity network

        (1,737,959     (1,523,379     (1,560,883

Fuel to produce electricity

        (1,249,836     (1,479,633     (1,492,368

Construction

        (3,237,537     (2,899,648     (3,547,863

Personnel, supplies and services

   40      (9,495,417     (8,485,373     (9,244,586

Remuneration and indemnity

        (348,874     (386,824     (405,809

Depreciation

        (1,417,856     (1,387,034     (1,296,375

Amortization

        (424,744     (390,262     (215,189

Donations and contributions

        (215,116     (251,415     (332,031

Operational provisions / reversals

   42      (11,586,767     (4,663,221     (3,258,205

Voluntary Redundancy Plan

        —          (219,299     (256,860

Investigation Findings

   4      (15,996     (195,127     —     

Others

        (2,131,954     (1,675,350     (2,089,704
     

 

 

   

 

 

   

 

 

 
        (42,628,283 )      (33,981,264 )      (29,215,079 ) 

OPERATIONAL LOSS BEFORE FINANCIAL RESULT

        (10,039,445 )      (3,843,457 )      (5,379,435 ) 
     

 

 

   

 

 

   

 

 

 

FINANCIAL RESULT

         

Financial Revenue

         

Revenue from interest, commissions and fees

        1,128,406        1,071,107        1,146,055   

Revenue from financial investments

        1,122,643        1,020,654        556,469   

Additional interest on energy

        709,404        323,300        305,404   

Monetary adjustment gain

        3,765,236        841,821        1,065,243   

Exchange variation gain

        10,251,948        3,293,940        3,488,842   

Remuneration for indemnifications - Law 12,783/13

        115,407        1,018,952        441,024   

Updating regulatory asset

        229,608        —          —     

Gains on derivatives

        —          382,614        —     

Other financial revenues

        629,589        747,433        269,666   

Financial expenses

         

Debt charges

        (6,340,459     (3,448,734     (2,031,402

Lease Charges

        (273,391     (279,716     (269,032

Charges on shareholders’ funds

        (40,511     (87,047     (189,967

Monetary adjustment loss

        (1,362,380     (495,680     (610,609

Exchange variation loss

        (10,219,318     (2,998,387     (2,949,783

Updating regulatory liabilities

        (130,502     —          —     

Loss on derivatives

        (221,666     —          (238,938

Other financial expenses

        (1,063,039     (695,632     (606,287
     

 

 

   

 

 

   

 

 

 
        (1,699,025 )      694,625        376,685   

LOSS BEFORE RESULTS OF EQUITY INVESTMENTS, TAXES AND SOCIAL CONTRIBUTIONS

        (11,738,470 )      (3,148,832 )      (5,002,750 ) 

RESULTS OF EQUITY METHOD INVESTMENTS

   39      531,446        (1,308,304     177,768   

LOSS BEFORE TAXES AND SOCIAL CONTRIBUTIONS

        (11,207,024 )      (4,457,135 )      (4,824,982 ) 
     

 

 

   

 

 

   

 

 

 

Current income tax and social contribution

   27      (546,812     (82,483     (60,424

Deferred income tax and social contribution

   27      (163,300     (1,618,035     (1,306,254
     

 

 

   

 

 

   

 

 

 

LOSS FOR THE YEAR

        (11,917,136 )      (6,157,653 )      (6,191,660 ) 
     

 

 

   

 

 

   

 

 

 

AMOUNT ATTRIBUTED TO CONTROLLING SHAREHOLDERS

        (11,405,085     (6,226,206     (6,186,948

AMOUNT ATTRIBUTED TO NON-CONTROLLING SHAREHOLDERS

        (512,051     68,553        (4,712
     

 

 

   

 

 

   

 

 

 

LOSS PER SHARE

   37      (R$8.43     (R$4.60     (R$4.57

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

 

F-9


Table of Contents

CENTRAIS ELÉTRICAS BRASILEIRAS S.A - ELETROBRAS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR YEARS ENDING ON DECEMBER 31, 2015, 2014 AND 2013

( in thousands of reais )

 

     12/31/2015     12/31/2014     12/31/2013  

Net loss in the year

     (11,917,136     (6,157,653     (6,191,660
  

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss) which may not be reclassified to net profit or loss

      

Accumulated conversion adjustment

     121,353        (42,279     38,909   

Actuarial gains and losses

     (236,798     (971,565     1,362,551   

Deferred Income tax and social contributions

     —          (404,332     (463,267

Other comprehensive income (loss) which may be reclassified to net profit or loss

      

Cash flow hedge

     (468     (12,320     (11,987

Deferred Income tax and social contributions

     —          309        4,076   

Fair value of financial instruments available for sale

     (109,493     99,820        (244,465

Deferred Income tax and social contributions

     37,228        (33,939     83,118   

Comprehensive income of subsidiaries, affiliates and jointly-controlled companies

     33,383        (464,478     (291,211

Deferred Income tax and social contributions

     1,274        411,480        99,005   
  

 

 

   

 

 

   

 

 

 

Other items in comprehensive income (loss)

     (153,521     (7,574,957     576,729   
  

 

 

   

 

 

   

 

 

 

Total comprehensive loss of the year

     (12,224,178     (7,574,957     (5,614,931
  

 

 

   

 

 

   

 

 

 

Portion attributable to controlling shareholders

     (11,562,437     (7,643,510     (5,610,219

Portion attributable to non-controlling shareholders

     (661,741     68,553        (4,712
  

 

 

   

 

 

   

 

 

 
     (12,224,178     (7,574,957     (5,614,931
  

 

 

   

 

 

   

 

 

 

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

 

F-10


Table of Contents

CENTRAIS ELÉTRICAS BRASILEIRAS S.A - ELETROBRAS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AS OF DECEMBER 31, 2015, 2014 AND 2013

( in thousand reais )

 

                PROFIT RESERVES                                      
    CAPITAL
STOCK
    CAPITAL
RESERVES
    LEGAL     STATUTORY     EQUITY
VALUATION
ADJUSTMENT
EFFECTS
    ACCRUED
LOSSES
    Accumu-
lated
other
compre-

hensive
loss
    SHARE-
HOLDERS’
EQUITY
PARENT
COMPANY
    SHARE-
HOLDERS’
EQUITY
NON-
CONTROLLING
SHAREHOLDERS
    CONSOLI-
DATED
SHARE-

HOLDERS’
EQUITY
 

On December 31, 2012 - Revised

    31,305,331        26,048,342        2,233,017        9,916,882        208,672        —          (2,273,587     67,872,619        196,648        68,069,267   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Additional dividends

                  (433,962       (433,962

Accumulative conversion adjustments

                38,889        38,889          38,889   

Post-employment benefit adjustments

                609,151        609,151          609,151   

Fair value of available for sale financial instruments

                (180,080     (180,080       (180,080

Deferred Income tax and social contribution over other comprehensive income

                (277,069     (277,069       (277,069

Adjustment of Subsidiary / Associates

                398,028        398,028        3,262        401,290   

Derivative Financial instruments - Hedge

                (12,190     (12,190       (12,190

Equity valuation adjustments

            (140,304     127,927          (12,377       (12,377

Statutory reserves releases

          (739,997       739,997          —            —     

Net Income (Loss) for year

              (6,186,949       (6,186,949     (4,712     (6,191,661

Proposed dividends

              (433,962       (433,962       (433,962

Approval of additional dividend by Annual General Meeting

              (433,962       —            —     

Statutory reserves losses

          (6,186,949       6,186,949          —            —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

On December 31, 2013 - Revised

    31,305,331        26,048,342        2,233,017        2,989,936        68,368        —          (1,696,858     61,382,098        195,198        61,577,296   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Additional dividends

                  (433,962       (433,962

Investment acquisition

                  —          43,252        43,252   

Encargos financeiros - Decreto 2.673/98

                  —            —     

Accumulative conversion adjustments

                (58,137     (58,137       (58,137

Post-employment benefit adjustments

                (407,875     (407,875       (407,875

Fair value of available for sale financial instruments

                77,888        77,888          77,888   

Deferred Income tax and social contribution over other comprehensive income

                (26,482     (26,482       (26,482

Adjustment of Subsidiary / Associates

                (993,232     (993,232     1,946        (991,286

Derivative Financial instruments - Hedge

                (11,412     (11,412       (11,412

Equity valuation adjustments

            (25,421     25,421          —            —     

Statutory reserves releases

          67,141          (67,141       —            —     

Net Income (Loss) for year

              —            —          68,553        68,553   

Dividendos propostos

              —            —            —     

Unclaimed compensation to shareholders - Prescribed

              41,720          41,720          41,720   

Aprovação do dividendo adicional pela AGO

              —            —            —     

Statutory reserves losses

          (3,031,055       3,031,055          —            —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2014

    31,305,331        26,048,342        2,233,017        26,022        42,947        (3,195,151     (3,116,108     53,344,400        308,949        53,653,349   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulative conversion adjustments

                67,482        67,482          67,482   

Post-employment benefit adjustments

                247,803        247,803          247,803   

Fair value of financial instruments available for sale

                (113,241     (113,241       (113,241

Deferred Income tax and social contribution over other comprehensive income

                38,502        38,502          38,502   

Adjustment of Subsidiary / Associates

              2,415        (243,909     (241,494     (149,690     (391,184

Financial instruments - hedge

                (468     (468       (468

Equity valuation adjustments

            (3,495     3,495          —            —     

Loss

              (11,405,085       (11,405,085     (512,051     (11,917,136

Proposed dividends

          (26,022           (26,022       (26,022

Unclaimed shareholders’ compensation - statute of limitations

              21,508          21,508          21,508   

Absorption of losses

        (2,233,017         2,233,017          —            —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2015

    31,305,331        26,048,342        —          —          39,452        (12,339,801     (3,119,939     41,933,385        (352,792     41,580,593   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

 

F-11


Table of Contents

CENTRAIS ELÉTRICAS BRASILEIRAS S.A - ELETROBRAS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDING ON

DECEMBER 31, 2015, 2014 AND 2013

(in thousand reais)

 

     NOTE    12/31/2015     12/31/2014     12/31/2013  

CASH FLOWS FROM OPERATING ACTIVITIES

         

Loss before income tax and social contribution

        (11,207,024     (4,457,135     (4,824,983

Adjustments to reconcile net loss to net cash provided by operating activities :

         

Depreciation and amortization

        1,842,600        1,777,296        1,511,564   

Net monetary variations

        (914,656     (1,329,742     (1,249,587

Net exchange variations

        863,808        291,510        (424,537

Financial charges

        2,001,687        (109,124     496,700   

Revenue from financial assets

   38      (838,087     (714,409     (552,106

Result of equity method

   39      (531,446     1,308,304        (177,768

Provision (reversal) for doubtful credits

   42      658,679        (122,662     (457,261

Provision (reversal) for contingencies

   42      2,932,120        7,797,129        1,399,321   

Provision (reversal) for impairment of assets

   42      5,830,959        16,903        2,428,649   

Provision (reversal) onerous contract

   42      366,477        (1,800,401     (1,924,657

Provision (reversal) for plan for personnel adjustment

        —          219,299        256,860   

Provision (reversal) for investment loss

   42      489,753        (1,414,171     142,622   

Provision (reversal) for loss of financial asset

   42      —          (791,868     791,868   

Provision (reversal) for losses on fixed asset

   42      —          235,064        —     

Provision (reversal) for environmental compensations

   42      —          104,904        —     

Provision (reversal) hydrological risk - GSF

   42      451,340        —          —     

Fees on the global reversal reserve

        253,348        308,167        347,949   

Adjustment fair value / market value

        157,066        170,509        94,000   

Minor shareholders’ share

        775,835        (103,868     7,139   

Fees on shareholders’ share

        40,511        87,047        189,967   

Derivatives

        221,666        (392,354     238,938   

Investigation Findings

        15,996        195,127        —     

Others

        333,761        513,693        559,371   
     

 

 

   

 

 

   

 

 

 
        14,951,417        6,246,352        3,679,032   
     

 

 

   

 

 

   

 

 

 

Changes in:

         

Accounts receivables

        130,905        (441,152     413,625   

Marketable securities

        (2,886,138     2,366,099        404,758   

Reimbursement rights

   12      (700,320     2,991,052        (4,376,467

Inventories

        (119,055     133,229        (168,450

Nuclear fuel inventory

   13      20,930        (150,590     (8,972

Financial asset - Itaipu and public service concessions

        1,886,785        136,864        36,229   

Assets held for sale

        (4,623,785     —          —     

Hydrological risk

        (342,651     —          —     

Others

        357,948        (317,166     (344,793
     

 

 

   

 

 

   

 

 

 
        (6,275,381     4,718,336        (4,044,070
     

 

 

   

 

 

   

 

 

 

Suppliers

        3,094,034        7,669,536        2,686,542   

Advances from clients

   22      (57,349     (53,898     (50,655

Leasing

        (74,506     (67,166     50,191   

Estimated liabilities

        (165,866     (153,105     115,035   

Reimbursement obligations

   12      2,491        (7,534,600     2,744,474   

Regulatory fees

   28      (382,423     29,997        8,231   

Liabilities associated to assets held for sale

        5,575,009        —          —     

Others

        1,152,395        (383,602     463,167   
     

 

 

   

 

 

   

 

 

 
        9,143,785        (492,838     6,016,985   
     

 

 

   

 

 

   

 

 

 

Cash generated from operations

        6,612,797        6,014,715        826,964   
     

 

 

   

 

 

   

 

 

 

Payment of financial charges

        (2,805,404     (1,222,341     (1,305,876

Payment of global reverse reserve charges

        (952,355     (216,209     (228,144

Amounts received from allowed annual revenue

        965,764        703,266        674,102   

Receipt of financial asset compensation

   8      4,027,661        2,773,092        9,819,946   

Receipt of financial charges

        1,113,278        172,000        1,141,486   

Payment of income taxes and social contributions

        (610,223     (667,150     (650,161

Amounts received from remuneration of investment in equity interests

        412,874        106,232        513,607   

Additional pension payments

        (201,469     (387,296     (488,016

Payment of legal contingencies

   31      (904,505     (1,177,462     (920,002

Judicial deposits

        (677,944     (906,386     (54,552
     

 

 

   

 

 

   

 

 

 
Net cash provided by operating activities         6,980,474        5,192,461        9,329,354   
     

 

 

   

 

 

   

 

 

 
CASH FLOWS FROM FINANCING ACTIVITIES          

Loans and financing

        7,543,513        7,410,882        6,050,558   

Payment of loans and financing - principal

        (5,381,995     (3,238,117     (2,480,439

Payment of shareholders remuneration

        (23,056     (814,993     (4,189,708

Payment of refinancing tax and contributions - principal

        (117,058     (103,785     (98,522

Empréstimo compulsório e reserva global de reversão

        —          —          485,594   

Others

        (2,431     49        154,639   
     

 

 

   

 

 

   

 

 

 
Net cash provided by (used in) financing activities         2,018,973        3,254,036        (77,878
     

 

 

   

 

 

   

 

 

 
CASH FLOWS FROM INVESTMENT ACTIVITIES          

Loans and financing - receipt

        (751,524     (255,379     (598,577

Loans and financing - payment

        2,539,101        506,264        1,999,115   

Acquisition of fixed assets

        (4,139,891     (2,801,858     (2,141,137

Acquisition of intangible assets

        (384,307     (117,046     (157,209

Acquisition of concession assets

        (3,153,701     (3,262,535     (3,413,719

Acquisition /capital increase in subsidiary

        (2,433,066     (3,903,911     (3,555,414

Advances for future capital increases

        (737,631     (906,024     (396,467

Net cash flow of subsidiary acquisition

        —          159,703        —     

Others

        48,467        (56,216     108,000   
     

 

 

   

 

 

   

 

 

 
Net cash used in investment activities         (9,012,552     (10,637,002     (8,155,408
     

 

 

   

 

 

   

 

 

 
Increase (reduction) of cash and cash equivalents         (13,105     (2,190,505     1,096,068   
     

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at the beginning of the year

   5      1,407,078        3,597,583        2,501,515   

Cash and cash equivalents at the end of the year

   5      1,393,973        1,407,078        3,597,583   

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

 

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CENTRAIS ELÉTRICAS BRASILEIRAS S.A. AND SUBSIDIARIES

Eletrobras

(Public Company)

CNPJ 00.001.180/0001-26

Notes to the consolidated financial statements for the years ending December 31, 2015, 2014 and 2013

(In thousands of Reais)

NOTE 1 – OPERATIONAL CONTEXT

Centrais Elétricas Brasileiras S.A. (Eletrobras or the Company) is corporation headquartered in Brasília-DF- Setor Comercial Norte, Quadra 4, Bloco B, 100, sala 203-Asa Norte, registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM) and the Securities and Exchange Commission-SEC, with shares traded on the stock exchanges of the São Paulo Stock Exchange (BM&F BOVESPA) – Brazil, Madrid (LATIBEX) – Spain and New York (NYSE) – United States of America. The Company is a joint stock company controlled by the Federal Government. It has as its corporate objective the performance of studies, projects, construction and operation of generating plants, transmission lines and distribution of electricity, as well as the conclusion of acts of commerce arising out of these activities. It has as its objective, in addition, to provide financing, to provide guarantees in Brazil and abroad, to the public service companies of electricity and that are under its control and in favor of technical-scientific research entities; to promote and support research of interest to the electricity sector, in particular activities of generation, transmission and distribution, as well as to conduct studies of the utilization of water catchment areas for multiple purposes; to contribute to the training of the technical personnel required by the Brazilian electrical sector, as well as in the preparation of skilled workers through specialized courses and it may also grant aid to educational institutions of the country or scholarships abroad and make agreements with entities that collaborate in the training of specialized technical personnel; to collaborate, technically and administratively, with companies in relation to which it participates in shareholding and with the Ministry of Mines and Energy.

The Company performs the function of holding, managing investments in corporate participations, holding a controlling share interest in six direct companies of generation and/or transmission of electric energy, as listed below:

 

    Furnas Centrais Elétricas S.A. – FURNAS;

 

    Centrais Elétricas do Norte do Brasil S.A. – ELETRONORTE;

 

    Companhia Hidro Elétrica do São Francisco – CHESF;

 

    ELETROSUL Centrais Elétricas S.A.;

 

    Eletrobras Termonuclear S.A. – ELETRONUCLEAR; and

 

    Companhia de Geração Térmica de Energia Elétrica – CGTEE.

 

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Beyond the control of generation and/or transmission of electric energy, as listed above, the Company holds a direct controlling interest in seven electricity distribution companies:

 

    Boa Vista Energia S.A. – Boa Vista;

 

    Companhia de Eletricidade do Acre – Eletroacre;

 

    Centrais Elétricas de Rondônia – Ceron;

 

    Companhia Energética de Alagoas – Ceal;

 

    Companhia Energética do Piauí – Cepisa;

 

    CELG – Distribuição S.A. – CELG – D; and

 

    Amazonas Distribuidora Energia S.A. – Amazonas D.

On December 31, 2015, the Company classified assets and liabilities of the subsidiary CELG – D. as an asset held for sale, because the Company is committed with the sale of the equities held in that subsidiary and expects that the sale will be finished by December 31, 2016. More information is available in Note 43.

The Company still holds the controlling interest in Eletrobras Participações S.A.. – Eletropar. Additionally, it holds equity interest in Itaipu Binacional – Itaipu (under joint control pursuant to an international treaty signed between the Governments of Brazil and Paraguay), of Inambari Geração de Energia S.A., of Centrales Hidroelectricas de Centroamerica S.A.– CHC and of Rouar S.A., (under joint control with the Uruguyan State Usinas y Transmissiones Elétricas de Uruguay – UTE).

On July 1, 2015, the subsidiary Amazonas Energia started in the unbundling process, where electricity generation and transmission activities, until then provided by Amazonas Distribuidora, were separated from its distribution activity. Thus, a new company is created in the Eletrobras System, named Amazonas Geração e Transmissão de Energia S.A. (“Amazonas GT”), under direct control of Amazonas D. The second phase of the unbundling process, which is ongoing, will conclude the corporate restructuring, wherein Amazonas GT will be a wholly-owned subsidiary of Eletronorte.

The Company is an indirect controller or participates in a minority role directly or indirectly in a number of other companies in the segments of generation, transmission and distribution of electricity (see Note 16).

The commercialization of generated energy is based on two distinct market environments, being one regulated (energy destined for distribution concessionaires) and another characterized by freely contracted agreements (free market). Law No. 10.848, of March 15, 2004, provides differentiation between energy coming from new ventures and existing companies, determining the realization of separate auctions for each of these markets.

The Company is authorized, directly or through its associates or subsidiaries, to associate itself, with or without contribution of resources, to establish business consortia or participation in companies, with or without controlling power abroad, intended directly or indirectly for the exploration of production or transmission or distribution of electricity.

 

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The Company has been responsible, in addition, for sectoral resource management, represented by the Global Reversion Reserve (Reserva Global de Reversão or RGR), Energy Development Account (Conta de Desenvolvimento Enegético – CDE), and Fuel Consumption Account Conta de Consumo de Combustíveis – CCC). These funds finance programs of the Federal Government for universalization of access to electricity, public lighting efficiency, incentives for alternative sources of electrical energy, electrical energy conservation and the purchase of fossil fuels used in isolated systems of electric power generation, whose financial movements do not affect the result of the Company (except for the administrative fee in certain Funds). For some recent developments, please see note 48.39.

The Company also acts as marketing agent of electric power for Itaipu Binacional and for agents participating in the Incentive Program to Alternate Sources of Electrical Energy (Programa de Incentivo às Fontes Alternativas de Energia Elétrica – PROINFA).

The issuance of these consolidated financial statements was authorized by the Board of Directors, on October 11, 2016.

NOTE 2 – PUBLIC SERVICE ELECTRIC POWER CONCESSIONS

Eletrobras, through its subsidiaries and Itaipu, owns 45,391 GW of installed capacity, 68.08 thousand kilometers* of transmission lines and seven power distributors that serve approximately 6.6* million consumers, with two being, Amazonas Energia and Eletrobras Distribuição Roraima, operating in isolated systems in the northern region of Brazil.

The Company, through its subsidiaries or minority interest investees, holds various public service electric power concessions, for which the details, installed capacity and expiration dates are listed below:

 

(*) Information not audited by the independent auditors)

 

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I – Concessions under O&M System – renewed – Law No. 12,783/13

 

    Electric power generation and Authorization

 

Concessions under O&M System – GENERATION

Concessions/Permits

  

Location

   Installed Capacity
(MW)*
    

Expiration

UHE Paulo Afonso I

   BA      180       12/31/2042

UHE Paulo Afonso II

   BA      443       12/31/2042

UHE Paulo Afonso III

   BA      794       12/31/2042

UHE Paulo Afonso IV

   BA      2,462       12/31/2042

UHE Apolônio Sales

   BA      400       12/31/2042

UHE Luiz Gonzaga (Itaparica)

   BA      1,480       12/31/2042

UHE Xingó

   SE      3,162       12/31/2042

UHE Furnas

   MG      1,216       12/31/2042

UHE Luiz Carlos Barreto de Carvalho

   SP / MG      1,050       12/31/2042

UHE Marimbondo

   SP / MG      1,440       12/31/2042

UHE Porto Colômbia

   SP / MG      320       12/31/2042

UHE Funil

   MG      216       12/31/2042

UHE Corumbá I

   GO      375       12/31/2042

UHE Serra da Mesa

   GO      1,275       12/11/2039

UHE Funil

   BA      30       12/31/2042

UHE Pedra

   BA      20       12/31/2042

UHE Boa Esperança

   PI      237       12/31/2042

UHE Coaracy Nunes

   AP      78       12/31/2042

 

    Electric power transmission

 

Concessions under O&M System – TRANSMISSION

Contract

  

Holder

  

Period (years)

  

Expiration

057/2001

   Eletrosul    30    12/31/2042

058/2001

   Eletronorte    30    12/31/2042

061/2001

   Chesf    30    12/31/2042

062/2001

   Furnas    30    12/31/2043

 

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II – Principal Concessions under Exploration System

 

    Electrical Power Generation

 

Concessions under Exploration System – GENERATION

Concessions/Permits

  

Location

  

Installed Capacity

  

Expiration Year

UHE Sobradinho

   BA / PE    1,050.3    2052

UTE Camaçari

   BA    68.7    2027

UHE Belo Monte

   PA    11,233.1    2045

UHE Tucuruí

   PA    8,535.0    2024

UHE Samuel

   RO    216.8    2029

UTE Rio Madeira

   RO    119.4    2018

UTE Santana

   AP    177.7    2019

UTE Santarém

   PA    14.8    2034

UTE Electron (7)

   AM    121.1    2020

UHE Dardanelos

   MT    261.0    2042

UHE Mauá

   PR    177.9    2042

UHE Teles Pires

   PA / MT    1,820.0    2046

UHE Jirau (1)

   RO    3,750.0    2043

UTE Presidente Médici – Candiota I e II (2)

   RS    446.0    2015

UTE Candiota III (3)

   RS    350.0    2041

UTE Tabatinga

   AM    316.4    2016

UTE Belem de Simões

   AM    316.4    2016

UHE Balbina

   AM    249.5    2027

UHE Aparecida

   AM    282.5    2020

UTE Mauá

   AM    409.5    2020

UTE Santa Cruz (6)

   RJ    500.0    2015

UHE Mascarenhas de Moraes

   MG    476.0    2023

UHE Itumbiara

   MG / GO    2,082.0    2020

UHE Manso

   MT    212.0    2035

UHE Simplício/Anta

   RJ / MG    305.7    2041

UHE Peixe Angical

   TO    498.8    2036

UHE Baguari

   MG    140.0    2041

UHE Foz do Chapecó

   Uruguai    855.0    2036

UTN Angra I

   RJ    640.0    2024

UTN Angra II

   RJ    1,350.0    2041

UTN Angra III

   RJ    1,405.0    40 years

UHE Piloto (5)

   BA    2.0    2015

UHE Araras (5)

   CE    4.0    2015

UHE Curemas

   PB    3.5    2024

EOL São Pedro do Lago

   BA    30.0    2046

EOL Pedra Branca

   BA    30.0    2046

EOL Sete Gameleiras

   BA    30.0    2046

EOL Caiçara I

   RN    27.0    2047

EOL Junco I

   RN    24.0    2047

EOL Junco II

   RN    24.0    2047

EOL Caiçara II

   RN    18.0    2047

 

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Concessions under Exploration System – GENERATION

Concessions/Permits

  

Location

  

Installed Capacity
(MW)(*)

  

Expiration Year

Casa Nova

   BA    180.0    2043

EOL Baraúnas I

   BA    29.7    2049

Morro Branco I

   BA    29.7    2049

Mussambê

   BA    29.7    2049

Ventos de Santa Joana XI

   PI    29.6    2049

Ventos de Santa Joana XVI

   PI    28.9    2049

Ventos de Santa Joana X

   PI    29.6    2049

Ventos de Santa Joana XIII

   PI    29.6    2049

Ventos de Santa Joana XII

   PI    28.9    2049

Ventos de Santa Joana XV

   PI    28.9    2049

Ventos de Santa Joana IX

   PI    29.6    2049

Acauã Energia S.A.

   BA    12.0    2049

Arapapá Energia S.A.

   BA    10.0    2049

Angical 2 Energia S.A.

   BA    14.0    2049

Teiú 2 Energia S.A.

   BA    14.0    2049

Caititú 2 Energia S.A.

   BA    14.0    2049

Carcará Energia S.A.

   BA    10.0    2049

Carcará Energia S.A.

   BA    14.0    2049

Caititú 3 Energia S.A.

   BA    14.0    2049

Papagaio Energia S.A.

   BA    18.0    2049

Coqueirinho 2 Energia S.A.

   BA    20.0    2049

Ventos de Santa Joana IV

   PI    30.0    2049

Serra das Vacas I S.A.

   PE    30.0    2049

Ventos de Santa Joana V

   PI    30.0    2049

Serra das Vacas II S.A.

   PE    30.0    2049

Serra das Vacas III S.A.

   PE    30.0    2049

Serra das Vacas IV S.A.

   PE    30.0    2049

Ventos de Santa Joana III

   PI    30.0    2049

Ventos de Santa Joana I

   PI    30.0    2049

Ventos de Santo Augusto IV

   PI    30.0    2049

Ventos de Santa Joana VII

   PI    30.0    2049

Tamanduá Mirim 2 Energia S.A.

   BA    24.0    2049

Banda de Couro S.A.

   BA    29.7    2049

Baraúnas II S.A.

   BA    21.6    2049

UHE Curuá- Una

   PA    30.3    2028

UTE Rio Acre

   AC    45.5    2018

UTE Rio Branco I

   AC    18.7    2020

UTE Rio Branco II

   AC    31.8    2020

UTE- Senador Arnon Afonso Farias

   RR    86.0    2024

UTE Serra do Navio

   SE    23.3    2037

Parque Eólico Miassaba 3

   RN    68.5    2045

 

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Concessions under Exploration System – GENERATION

Concessions/Permits

  

Location

  

Installed Capacity
(MW)(*)

  

Expiration Year

Parque Eólico Rei dos Ventos 3

   RN    60.1    2045

UHE Passo São João

   RS    77.0    2041

UHE São Domingos

   MS    48.0    2037

PCH Barra do Rio Chapéu

   SC    15.2    2034

PCH João Borges

   SC    19.0    2035

PCH Coxilha Rica (4)

   SC    18.0    2042

PCH Santo Cristo (3)

   SC    19.5    2042

Coxilha Seca – Capão do Inglês

   RS    10.0    2049

Coxilha Seca – Coxilha Seca

   RS    30.0    2049

Coxilha Seca – Galpões

   RS    8.0    2049

EOL Chuí I

   RS    24.0    2047

EOL Chuí II

   RS    22.0    2047

EOL Chuí IV

   RS    22.0    2047

EOL Chuí V

   RS    30.0    2047

EOL Chuí VI

   RS    24.0    2047

EOL Chuí VII

   RS    22.0    2047

EOL Chuí 09

   RS    17.9    2049

Sant’Ana do Livramento – Cerro Chato IV

   RS    10.0    2047

Sant’Ana do Livramento – Cerro Chato V

   RS    12.0    2047

Sant’Ana do Livramento – Cerro Chato VI

   RS    24.0    2047

Sant’Ana do Livramento – Cerro dos trindades

   RS    8.0    2047

Sant’Ana do Livramento – Ibirapuitã

   RS    24.0    2047

Parque Hermenegildo – Verace 24

   RS    19.7    2049

Parque Hermenegildo – Verace 25

   RS    7.2    2049

Parque Hermenegildo – Verace 26

   RS    14.3    2049

Parque Hermenegildo – Verace 27

   RS    16.1    2049

Parque Hermenegildo – Verace 28

   RS    12.5    2049

Parque Hermenegildo – Verace 29

   RS    17.9    2049

Parque Hermenegildo – Verace 30

   RS    17.9    2049

Parque Hermenegildo – Verace 31

   RS    9.0    2049

Parque Hermenegildo – Verace 34

   RS    14.3    2049

Parque Hermenegildo – Verace 35

   RS    12.5    2049

Parque Hermenegildo – Verace 36

   RS    21.5    2049

Santa Vitória do Palmar – Verace I

   RS    20.0    2047

Santa Vitória do Palmar – Verace II

   RS    20.0    2047

Santa Vitória do Palmar – Verace III

   RS    26.0    2047

Santa Vitória do Palmar – Verace IV

   RS    30.0    2047

Santa Vitória do Palmar – Verace V

   RS    30.0    2047

Santa Vitória do Palmar – Verace VI

   RS    18.0    2047

Santa Vitória do Palmar – Verace VII

   RS    30.0    2047

Santa Vitória do Palmar – Verace VIII

   RS    26.0    2047

Santa Vitória do Palmar – Verace IX

   RS    30.0    2047

Santa Vitória do Palmar – Verace X

   RS    28.0    2047

 

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Concessions under Exploration System – GENERATION

Concessions/Permits

  

Location

  

Installed Capacity
(MW)(*)

  

Expiration Year

Megawatt Solar

   SC    0.9    —  

EOL Cerro Chato I

   RS    30.0    2045

EOL Cerro Chato II

   RS    30.0    2045

EOL Cerro Chato III

   RS    30.0    2045

UTE São Jerônimo (2)

   RS    20.0    2015

UTE Nutepa (2)

   RS    24.0    2015

UTE Cidade Nova (7)

   AM    29.7    2015

UTE Iranduba

   AM    50.0    2020

UTE Distrito (7)

   AM    124.7    2015

UTE São José

   AM    73.4    2016

UTE Flores

   AM    124.4    2016

UTE Roberto Silveira

   RJ    30.0    2027

UHE Batalha

   MG / GO    52.5    2041

UHE Retiro Baixo

   MG    82.0    2041

Três Irmãos

   Tietê    807.5    2044

Serra do Facão

   GO    212.6    2036

Santo Antonio (Mesa)

   RO    3,567.50    2043

Teles Pires

   PA / MT    1,819.8    2046

Rei dos Ventos 1

   RN    58.5    2045

Famosa 1

   RN    22.5    2047

Pau Brasil

   CE    15.0    2047

Rosada

   RN    30.0    2048

São Paulo

   CE    17.5    2047

Bom Jesus

   CE    18.0    2049

Cachoeira

   CE    12.0    2049

Pitimbu

   CE    18.0    2049

Jandaia

   CE    28.8    2047

Jandaia 1

   CE    19.2    2047

São Caetano

   CE    25.2    2049

São Caetano 1

   CE    18.0    2049

São Clemente

   CE    19.2    2047

São Galvão

   CE    22.0    2049

Carnaúba I

   RN    22.0    2049

Carnaúba II

   RN    18.0    2049

Carnaúba III

   RN    16.0    2049

Carnaúba V

   RN    24.0    2049

Cervantes I

   RN    16.0    2049

Cervantes II

   RN    12.0    2049

Punaú I

   RN    24.0    2049

Arara Azul

   RN    27.5    2049

Bentevi

   RN    15.0    2049

Ouro Verde I

   RN    27.5    2049

Ouro Verde II

   RN    30.0    2049

Ouro Verde III

   RN    25.0    2049

 

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Concessions under Exploration System – GENERATION

Concessions/Permits

  

Location

  

Installed Capacity

  

Expiration Year

Santa Rosa

   CE    20.0    2049

Uirapuru

   CE    28.0    2049

Ventos de Angelim

   CE    24.0    2049

Serra do Mel I

   RN    28.0    2049

Serra do Mel II

   RN    28.0    2049

Serra do Mel III

   RN    28.0    2049

Itaguaçu da Bahia

   BA    28.0    2049

Ventos de Santa Luiza

   BA    28.0    2049

Ventos de Santa Madalena

   BA    28.0    2049

Ventos de Santa Marcella

   BA    28.0    2049

Ventos de Santa Vera

   BA    28.0    2049

Ventos de Santo Antônio

   BA    28.0    2049

Ventos de São Bento

   BA    28.0    2049

Ventos de São Cirilo

   BA    28.0    2049

Ventos de São João

   BA    28.0    2049

Ventos de São Rafael

   BA    28.0    2049

São Januário

   CE    19.2    2047

Nsa Sra de Fátima

   CE    28.8    2047

UHE Jirau

   RO    3,750.0    2043

UHE Sinop

   MT    406.0    2045

UHE São Manoel

   PA    700.0    2049

Brasventos Eolo

   RN    58.5    2045

 

 1) In September 2013, the entity initiated its operation, and currently it is operation with 20 generating units, with 75 MW, for a total of 50 generating units.
 2) Concession contract no. 67.
(3) In licensing phase of Installation, initiation of operation 22 months after issuance of Installation License.
(4) Initiation of construction and indefinite operation in relation to negative opinion of National Institute of Historic and Artistic Heritage.
(5) Non-operating plants with expired concession agreements, pending ANEEL authorization to dissolve the contract.
(6) Plant not yet extended.
(7) Plant currently deactivated.

 

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III – Concessions under O&M System without renewal

 

Generation Companies under special Management pursuant to Law No. 12,783/2013 without renewal

Concessions under O&M System

Concessions/Permits

  

Installed Capacity
(MW) (*)

  

Expiration Year

  

Expiration Year

Dona Rita

   2,41    06.2013    (1)

Sinceridade

   1,42    04.2013    (1)

Neblina

   6,47    04.2013    (1)

Ervália

   6,97    07.2015    (1)

Coronel Domiciano

   5,04    07.2015    (1)

 

(1) These plants have been returned to the concession grantor under the responsibility of Furnas until the conclusion of the new tender for concession of PCHs.
(*) Unaudited

The concession contract No. 067/2000, of UTEs Presidente Médici (Phases A and B), São Jerônimo and Nutepa owned by subsidiary CGTEE ended on July 7, 2015.

As set forth in the concession contract and in the applicable legislation, the subsidiary CGTEE formalized, in the proper time, the interest to renew the concession of the plants.

To date, the concession grantor has no final position on the subsidiary and, therefore, until the end of the process, the subsidiary CGTEE will keep on exploring these units under the same terms as the current concession. The Concession Grantor has not provided an estimate term to conclude this process.

The legislation does not include indication on the terms applicable to the renewal of those concessions, and it is not possible to define the impacts affecting income or assets held by the subsidiary CGTEE. Nevertheless, CGTEE measured the possible amount of compensation, according to the New Replacement Value (VNR) and maintains a provision that reduces to zero the accounting balance of the assets of UTEs São Jerônimo, Nutepa and Presidente Médici (Phase A), reflecting the expectation of no-compensation of these assets due to them being outdated.

The decision on the renewal of the concession shall be subject to analysis by the Subsidiary CGTEE, following presentation of the position by the Concession Grantor.

 

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IV. Electric Power Transmission

 

Project

  

State

  

Period (years)

  

Expiration

- LT Teresina II – Sobral – Fortaleza, in 500 kv

   PI/CE    30    2034

- LT Colinas – Miracema – Gurupi – Peixe Nova – Serra da Mesa II, in 500kv

   TO/GO    30    2036

- LT Coletora Porto Velho / Araraquara II, in 600kv

   RO/SP    30    2039

- LT São Luiz II – São Luiz III, in 239 kv

   MA/CE    30    2040

- LT Ceará-Mirim II – João Câmara III, in 500kv / LT Ceará-Mirim II – Campina Grande III, in 500kv/ LT Ceará-Mirim II – Extremoz II, in 230kv / LT Campina Grande III – Campina Grande II, in 230kv.

   RN/PB    30    2041

- LT Luiz Gonzaga – Garanhuns, in 500kv / LT Garanhuns – Campina Grande III, in 500kv / LT Garanhuns – Pau Ferro, in 500kv / LT Garanhuns – Angelim I, in 230kv.

   AL/PE/PB    30    2041

- Transmission Line Camaçari IV/Pirajá (BA), in 230 kV, in simple circuit with an approximate extension of 45 km and Transmission Line Pituaçu/Pirajá (BA), in 230 kV, in simple circuit with an approximate extension of 5 km.

   BA    30    2042

- Transmission Line Eunápolis/Teixeira de Freitas II, circuit 1 (BA), in 230 kV, with an approximate extension of 145 km and Substation Teixeira de Freitas II, in 230/138 kV (BA).

   BA    30    2038

- Transmission Line Russas/Banabuiu C2 (CE), in 230 kV, in simple circuit with an approximate extension of 110 km; Transmission Line Touros/Ceará MirimII (RN), in 230 kV, in simple circuit with an approximate extension of 56,17 km; Transmission Line Mossoró IV/Mossoró II (RN), in 230 kV, in simple circuit with an approximate extension of 40 km; Substation Touros, in 230 kV (RN); and Substation Mossoró IV, in 230 kV (RN).

   CE / RN    30    2042

- Transmission Lines Paraíso/Açu II (RN), in 230 kV, circuit 3, with an approximate extension of 123 km, Açu/Mossoró II (RN), in 230 kV, circuit 2, with an approximate extension of 69 km and João Câmara/Extremoz II (RN), in 230 kV, C1, with an approximate extension of 82 km, Substation João Câmara, in 230 kV (RN) and Substation Extremoz II, in 230 kV (RN).

   RN    30    2040

- Transmission Line Paraíso/Lagoa Nova (RN), in 230 kV, in simple circuit with an approximate extension of 65 km, and Substation Lagoa Nova, in 230/69 kV (RN).

   RN    30    2041

- Transmission Line Teresina II/Teresina III (PI), in 230 kV, in double circuit, with an approximate extension of 26 km, and Substation Teresina III, in 230/69 kV (PI).

   PI    30    2041

- Transmission Line Camaçari IV/Sapeaçu (BA), in 500 kV, in simple circuit with an approximate extension of 105 km.

   BA    30    2041

- Transmission Line Igaporã III/Pindaí II (BA), in 230 kV, in simple circuit with an approximate extension of 46 km; Transmission Line Igaporã III/Igaporã II C1 and C2 (BA), in 230 kV, in simple circuit with an approximate extension of 2 km each; Substation Igaporã III, in 500/230 kV – (6+1) x 250 MVA (BA).

   BA    30    2042

- Transmission Line Jardim/Nossa Senhora do socorro (SE), in 230 kV, in double circuit, with an approximate extension of 1,3 km; Transmission Line Messias/Maceió II (AL), in 230 kV, in double circuit, with an approximate extension of 20 km; Substation Nossa Senhora do Socorro, in 230/69 kV (SE) – 300MVA; Substation Maceió II, in 230/69 kV (AL) – 400MVA.; Substation Poções II, in 230/138 kV (BA) – 200MVA.

   SE / AL / BA    30    2042

- Transmission Line Morro do Chapéu/Irecê (BA), in 230 kV, in simple circuit with an approximate extension of 65 km, and Substation Morro do Chapéu, in 230/69 kV (BA).

   BA    30    2041

- Transmission Line Paraíso/Açu II (RN), in 230 kV, with extension of 132.8 km.

   RN    30    2037

- Transmission Line Recife II/Suape II (PE), in 500 kV, in simple circuit with an approximate extension of 44 km.

   PE    30    2041

- Transmission Line Sapeaçu/Santo Antônio de Jesus (BA), in 230 kV, in simple circuit with an approximate extension of 31 km.

   BA    30    2041

- Transmission Lines Sobral III/Acaraú II (CE), in 230 kV, C2, with an approximate extension of 97 km, and Substation Acaraú II, in 230 kV (CE).

   CE    30    2040

- Substation Arapiraca III, in 230/69 kV (AL), and Transmission Line, in double circuit, Rio Largo II/Penedo, in 230 kV, with an approximate extension of 44 km.

   AL    30    2040

 

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Table of Contents

Project

 

State

 

Period (years)

 

Expiration

- Transmission Line Eunápolis/Teixeira de Freitas II, circuit 2 (BA), in 230 kV, with an approximate extension of 152 km.

  BA   30   2039

- Transmission Line Funil/Itapebi (BA), in 230 kV, with an approximate extension of 223 km.

  BA   30   2037

- Transmission Line Ibicoara/Brumado (BA), in 230 kV, with an approximate extension of 94.5 km.

  BA   30   2037

- Transmission Lines Igaporã/Bom Jesus da Lapa II (BA), in 230 kV, C1, with an approximate extension of 115 km, and Substation Igaporã, in 230 kV (BA).

  BA   30   2040

- Transmission Lines Pau Ferro/Santa Rita II (PE/PB), in 230kV, with an approximate extension of 85 km .

  PE / PB   30   2039

- Substation Camaçari IV in 500 kV(BA)

  BA   30   2040

- Substation Ibiapina, in 230/69 kV (CE).

  CE   30   2041

- Substation Mirueira II, in 230/69 kV (PE) – 300MVA and Substation Jaboatão II, in 230/69 kV (PE) – 300MVA.

  PE   30   2042

- Substation Suape II in 500 kV(PE)

  PE   30   2039

- Transmission Line Jardim/Penedo (SE/AL), in 230 kV, with an approximate extension of 110 km.

  SE / AL   30   2038

- Transmission Line Milagres/Coremas (CE/PB), in 230 kV, with extension of 119.8 km.

  CE / PB   30   2035

- Transmission Line Picos/Tauá (PI/CE), in 230 kV, with an approximate extension of 183 km.

  PI / CE   30   2037

- Transmission Line Pirapama/Suape III, with extension of 41.8 km; and Substation Suape III, in 230/69 kv (PE)

  PE   30   2039

- Transmission Lines and Paulo Afonso III/Zebu (AL), in 230kV, with extension of 10.8 km

  BA / AL   30   2039

- Substation Ibicoara in 500/230 kV(PE)

  BA   30   2037

- Substation Pólo, in 230/69 kV (BA).

  BA   30   2040

Expansion of Interconnection South-Southeast

  PR/ SP   30   2031

LT 230 kV – SE Ribeiro Goncalves / SE Balsas

  PI / MA   30   2039

LT 230 kV – SE São Luis II / SE São Luis III

  MA   30   2038

34 tranmission substations, 1 frequency converter and 9,838.33 Km of transmission lines in 525 kv, 230kv and 138 kv.

    30   2042

Substation Missões in 230/69 kv

    30   2039

SE Ivinhema 2 230/138 kV with 2x150 MVA expansion)

    30   2044

LT 230 kV Collection Porto Velho/Porto Velho “C” 1 – 22km

  RO   30   2039

LT 230 kV Collection Porto Velho/Porto Velho “C” 2 – 22km

  RO   30   2039

LT 230 kV Monte Claro/Garibaldi 33,5km

  RS   30   2040

LT 230 kV Presidente Médice/Santa Cruz 1 – 237.4km

  RS   30   2038

LT 500 kv – LT Jorge Teixeira/ LT Lechuga, double circuit

  AM   30   2040

LT 500 kV – LT Presidente Dutra-São Luis II / SE Miranda II

  MA   30   2039

LT 525 kV Campos Novos/Blumenau 357.8km and Substation Biguaçu 525 Kv

  SC   30   2035

LT 525 kV Campos Novos/Nova Rita 257.43 km and Módulos na SE Nova Santa Rita and SE Campos Novos

  SC,RS   30   2036

LT 525 kV Ivaiporã/Cascavel D’oeste 203.4km

  PR   30   2034

LT 525 kV Salto Santiago/Ivaiporã 168.[5km

  PR   30   2034

LT Bom Despacho 3 – Ouro Preto 2 – 500 kV

  MG   30   2039

LT collection 500/230 Kv Porto Velho/Porto Velho and two converters CA/CC/CA back to back in 400 MW

  RO   30   2039

LT Macaé – Campos C3

  RJ   30   2035

LT Mascarenhas – Linhares 230 kV – CS SE Linhares – 230/138 kV

  ES   30   2040

LT Tijuco Preto – Itapeti – Nordeste 345 kV

  SP   30   2036

LT 345 kV Furnas – Pimenta 2, 62.7kv

  MG   30   2035

LT 500 kV Rio Verde Norte – Trindade (193 km) / LT 230 kV Trindade – Xavantes (37 km) / LT 230 kV Trindade – Carajás (29 km)

  GO   30   2040

LT Collection Porto Velho – Araraquara 2 (2.375 km) / Rectifier Station No. 2 CA/CC, in 500/±600 kV – 3,150 MW – Inverter

  RO   30   2039

Station No. 02 CC/CA, in ±600/500 kV – 2.950 MW

     

LT 230 kV Serra da Mesa – Niquelândia 100 km

  GO   30   2039

LT 230 kV Niquelândia – Barro Alto 88 km

     

LT 230 kV CS Barra dos Coqueiros – Quirinópolis 52 km

     

LT 230 kV CD Chapadão – Jataí 256 km

     

LT 230 kV CS Palmeiras – Edéia 60 km

     

LT 138 kV CS Jataí – Mineiros 65 km

     

LT 138 kV CS Mineiros – Morro Vermelho 60 km

     

LT 138 kV CS Jataí – UTE Jataí 51 km

    30   2039

LT 138 kV CS Jataí – UTE Perolândia

     

LT 138 kV CS Mineiros – UTE Água Emendada

     

LT 138 kV CS Morro Vermelho – Alto Taquari 31 km

     

LT 138 kV CS Edéia – UTE Tropical Bioenergia I 49 km

     

 

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Table of Contents

Project

 

State

 

Period (years)

 

Expiration

2 LT 500 kV in section of LT Campinas – Ibiúna and SE Itatiba 500/138 kV

  SP   30   2039

LT 230 kV Irapé – Araçuaí 2

  MG   30   2035

LT 345 kV Itutinga – Juiz de Fora

  MG   30   2035

Consórcio Caldas Novas – Expansion of Substation of Usina de Corumbá 345/138 kV (150 MVA) owned by Furnas

    30   2041

SE Niquelândia 230/69 kV

    30   2042

LT 500 kV Barreiras II – Rio das Éguas

     

LT 500 kV Rio das Éguas – Luziânia

    30   2043

LT 500 kV Luziânia – Pirapora (967 km)

     

LT 500 kV Marimbondo II – Assis, CS (296,5 km)

    30   2043

LT 500 kV Brasília Leste – Luziânia – C1 and C2

     

LT 230 kV Brasília Geral – Brasília Sul – C3

    30   2043

LT 345 kV Brasília Sul – Samambaia – C3 (94,5 km)

     

LT 500 kV Itatiba – Bateias

     

LT 500 kV Araraquara 2 – Itatiba

    30   2044

LT 500 kV Araraquara 2 – Fernão days (847 km)

     

LT 230 kV Barro Alto – Itapaci, C2 (69 km)

    30   2044

LT-CC ±800 kV (2.092 km) – Xingu Converter Station ±800 kV 4.000 MW and Estreito Converter Station ±800 kV 3.850 MW.

    30   2044

LT Xavantes – Pirineus, CS, in 230 Kv

  GO   30   2041

SE – Caxias 6 (330 MVA) 230/69 Kv

  RS   30   2040

SE – Foz do Chapecó (100 MVA) 230/138 Kv

  SC   30   2041

SE – Ijuí 2 230/69Kv

  RS   30   2040

SE – Lageado Grande (83 MVA) 230/69 Kv (enlargement)

  RS   30   2040

SE – Nova Petrópolis 2 (166 MVA) 230/69 Kv

  RS   30   2040

SE Zona Oeste (Transformador 500/138 kV)

  RJ   30   2042

Substation Natal III, in 230/69kV (RN) Transmission Line Natal II/Natal III, com 23 km

  RN   30   2039

Substation Santa Rita II, in 230/69kV (PB)

  PB   30   2039

Substation Zebu, in 230/69kV (AL)

  AL   30   2039

LT 230Kv Campos Novos – Santa Marta

  SC/RS   30   2032

LT 525kv Ivaiporã – Cascavel

  PR   30   2035

LT Coletora Porto Velho (RO) – Araraquara 2 (SP), ±600 kV com 2.375 Km

  RO/SP   30   2039

LT 230kv Cascavel Oeste – Umuarama

  PR   30   2042

LT 525kv Curitiba – Curitiba Leste

  PR   30   2042

LT 230 kv Santo Ângelo-Maçambará; LT Pinhalzinho-Foz do Chapecó, simple circuit ,C1; LT Pinhailzinho-Foz do Chapecó, simple circuit, C2.

    30   2044

Construction of LT Collection Porto Velho – Araraguara 2, assembly and associated services.

  RO/SP   —     —  

LT 230 kv Nova Santa Rita – Camaquã 3; LT 230Kv Camaquã 3 – Quinta; LT 525kv Salto Santiago – Itá; LT 525kv Itá – Nova Santa Rita.

  RS   30   2042

LT 525 kv Nova Santa Rita – Povo Novo; LT 525Kv Povo Novo – Marmeleiro; LT 525kv Marmeleiro – Santa Vitória do Plamar;

  RS   30   2042

Section of LT 230 kv Camaquã 3.

     

Basic Transmission Grid

  Various   30   2042

SE Nobres 230/138 kV

  MG   30   2041

SE Miramar 230/69 kV

  Amazonas and   30   2041
  Roraima    

SE Lucas do Rio Verde 230/ 138 kV

  Mato Grosso   30   2031

LT Lechuga – Jorge Teixeira, C3, 230 kV, 3x150 MVA

  Amazonas   30   2043

Rectifying Station No. 01 CA/CC, 800/+- 600kV – 310Mw and Inverter Station No. 01 CC/CA +- 600/500kV – 2950MW

  RO/SP   30   2039

Transmission Line Porto Velho – Abunã (RO), Rio Branco (AC), com 487 Km de extensão and 230 kV

  Various   30   2039

LT 230 kV Rio Branco I – Feijó; LT 230 kV Feijó – Cruzeiro do Sul; SE 230/69 kV Feijó – (3+1R) x 10 MVA; SE 230/69 kV Cruzeiro do Sul – (6+1R) x 10 MVA

  AC   30   2034

LT Coxipó-Cuiabá- Rondonópolis (MT), in 230 kV with 193 Km and SE Seccionadora Cuiabá

  MT   30   2034

LT Jauru-Juba (MT) and Maggi – Nova Mutum (MT), ambas in 230 kV and with 402 km, SE Juba and SE Maggi – 230/138 kV

  MT   30   2038

LT Colinas-Miracema-Gurupi-Peixe Nova Serra da Mesa 2 (TO/GO), in 500 kV with 695 Km SE Serra da mesa 2 and SE Peixe 2

  TO/GO   30   2036

LT Jaurú – Cuiabá (MT), com 500 kv and com 348 Km and SE Jaurú, with 500/230 kV

  MT   30   2039

LT Oriximiná/Cariri, in 500 kV, with 586 Km, SE Silves 500/138kv and SE Lechuga 500/230 kv

  PA/AM   30   2038

LT Coletora Porto Velho (RO) – Araraquara 2 (SP), ±600 kV with 2,375 Km

  RO/SP   30   2039

LT Porto Velho – Samuel – Ariquemes – Ji-Paraná – Pimenta Bueno – Vilhena (RO), Jaurú (MT), with 987 Km, 230 kV

  RO/MT   30   2039

LT Xingu – Estreito – Pará (PA) to Minas Gerais (MG), in 800 kV with 2,093 km.

  PA/MG   30   2044

LT Lechuga (AM) – Equador – Boa Vista (RR), with 500 kV and with 715 km, and SE Equador 500kv, SE Boa Vista 500/230 kv

  AM/RR   30   2032

 

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Table of Contents
    Energy Distribution

 

Concessions under Exploration System – DISTRIBUTION

Concessions/ Permits

  

Geographic Region

   Cities
served(*)
     Expiration of
Concession

Cia. de Eletricidade do Acre – Eletroacre

   State of Acre      22       2015

Centrais Elétricas de Rondônia – Ceron

   State of Rondônia      52       2015

Companhia Energétca de Alagoas – Ceal

   State of Alagoas      102       2015

Companhia Energética do Piauí – Cepisa

   State of Piauí      224       2015

Amazonas Energia

   State of Amazonas      62       2015

Boa Vista Energia

   State of Roraima      1       2015

CELG Distribuição S.A.¹

   State of Goiás      237       2045

 

* Not audited by independent auditors
(1) Concession extended under the terms of the fifth amendment to the concession contract No. 63/2000 – ANEEL, executed on December 29, 2015.

2.1. Extensions of public electric power concessions

The following amounts of indemnities related to certain assets of concessions extended remained, until December 31, 2015, without approval by the concession grantor:

 

     12/31/2015  
Description    Chesf      Eletronorte      Eletrosul      Furnas      CGTEE      Total  

Generation

                 

Modernizations and improvements

     697,124         —           —           995,718         —           1,692,842   

Thermal generation

     —           —           —           557,409         356,937         914,346   

Transmission

                 

Basic grid – existing services (RBSE)

     1,588,752         1,732,910         513,455         4,530,060         —           8,365,177   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,285,876         1,732,910         513,455         6,083,187         356,937         10,972,365   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     12/31/2014  
Description    Chesf      Eletronorte      Eletrosul      Furnas      CGTEE      Total  

Generation

                 

Modernizations and improvements

     487,822         —           —           995,718         —           1,483,540   

Thermal generation

     —           186,355         —           673,030         356,937         1,216,322   

Transmission

                 

Modernizations and improvements (RBNI)

     289,676         —           —           552,138         —           841,814   

Basic grid – existing services (RBSE)

     1,187,029         1,732,910         513,455         3,977,922         —           7,411,316   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,964,527         1,919,265         513,455         6,198,808         356,937         10,952,992   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Until the concession grantor approves these compensation amounts, including definition on means, term to receive, and applicable compensation, these amounts will not be monetarily corrected, but kept at the historical cost.

 

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Through Normative Resolutions 589 and 596, the National Electric Energy Agency – ANEEL, for purposes of indemnification, defined the criteria for calculating the New Replacement Value (Valor Novo de Reposição or VNR) for the existing transmission assets on May 31, 2000, which still has not been depreciated (Rede Básica do Sistema Existente – RBSE), and the criteria and procedures for calculating the share of investments linked to reversible assets, not yet amortized or depreciated, of hydroelectric plants, whose concessions were extended or not, pursuant to Law No. 12,783.

 

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The subsidiary Eletrosul, according to ANEEL Normative Resolution number 589, of 12/10/2013, presented to ANEEL, its evaluation reports of electric power transmission assets existing on May 31, 2000 (“Evaluation Report”), for the purposes of indemnification of the so-called Existing Basic Grid System (Rede Básica do Sistema Existente or RBSE) provided for in article 15, §2 of Law No. 12,783/13, in the amounts of R$ 1,061,000. On July 14, 2015, ANEEL, by means of order No. 2,296, approved upon deliberation by the Executive Board, the value of R$ 1,007,043 related to these assets, while the book value is R$ 513,455.

On September 3, 2015, the subsidiary Eletronorte resubmitted to ANEEL the report of valuation of electricity transmission assets existing on May 31, 2000, for purposes of compensation of facilities named Basic Network Existing System – RBSE provided for under the terms in Article 15, §2 in Law No. 12,783/13, and the new claimed valued is R$ 2,926 million, while the value currently accounted for is R$ 1,733 million.

On March 6, 2015, the subsidiary Chesf submitted to ANEEL the report of valuation of electricity transmission assets existing on May 31, 2000, for purposes of compensation of facilities named RBSE and other transmission facilities – RPC, provided for under the terms in Article 15, §2 in Law 12,783/2013, in the amount of R$ 5,627,200, while the book value is R$ 1,588,752.

On May 21, 2015, the subsidiary Furnas submitted to ANEEL the report of valuation of electricity transmission assets existing on May 31, 2000, for purposes of compensation of facilities named RBSE and other transmission facilities – RPC, provided for under the terms in Article 15, §2 in Law 12,783/2013, in the amount of R$ 10,699,000. On December 15, 2015, ANEEL by means of order No. 4,042, approved upon deliberation by the Board, the amount of R$ 8,999,520 related to these assets, while the book value is R$ 4,530,060.

On October 2, 2015, the subsidiary Furnas submitted documents supporting investments linked to reversible assets, not amortized or depreciated, of hydro-electric plants Corumbá, Funil, Furnas, Luiz Carlos de Barreto de Carvalho, Maribondo, and Porto Colômbia, with total installed power of 4,617 MW*, which concessions had been renewed under the terms in Law No. 12,783/2013, for purposes of the process to request additional generation compensation. The documents submitted indicate the value of R$ 1,311,900 as base value for the additional compensation, while the residual accounting value of those assets, on the same date, was R$ 995,718.

The surplus between the amounts claimed in the mentioned assessment reports on transmission assets including the applicable remuneration (compensation due to time value of the money to be received), and the book values, has not been recognized in the consolidated financial statements, because these values are subject to approval by ANEEL, and, at December 31, 2015 there is no definition regarding means, term to receive, and applicable remuneration.

 

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Table of Contents

Please see note 48.4 for important subsequent events relating to the amounts relating to the “Transmission” indemnitization.

On April 20, 2016, the Ministry of Mines and Energy – MME has published the Ordinance No. 120, which regulated the earning conditions of remuneration relative to the transmission assets of electric energy existent on May 31, 2000, denominated facilities of Existent System Basic Network (Rede Básica do Sistema Existente or RBSE) and other facilities of Transmission – RPC, not yet depreciated nor amortized, as established in article 15, §2, of Law 12,783/2013. (See Note 48.4)

2.2. Extension of the distribution concessions

On October 15, 2012, the Eletrobras’ distributors whose concessions expired in 2015, had the right to express interest in an extension of the concession for a further period of 30 years, which they did within the time limit set.

Decree No. 8,461, dated June 2, 2015, regulating the extension of concessions for electricity distribution and authorizing the Ministry of Mines and Energy (“MME”) to extend concessions for electricity distribution under the terms in article 7, in Law No. 12,783, dated January 11, 2013, for thirty (30) years, set forth that the following criteria should be complied with:

 

  I. Effective service quality, to be determined by means of indicators Equivalent Duration of Interruption with Internal Origin by Consuming Unit (“DECi”) and Equivalent Frequency of Interruption with Internal Origin by Consuming Unit (“FECi”);

 

  II. Financial and economic effectiveness, to be determined by means of EBITDA and level of debt, which means the concessionaire ability to comply with its financial and economic obligations in a sustainable manner;

 

  III. Operational and economic rationality; and

 

  IV. Fee model.

These criteria should be complied with using metrics for continuous improvement established by the Concession Grantor, to be detailed in the amendments to the Concession Contracts, to be executed by the distributors. On November 5, 2015, MME by means of Order No. 3/2015-SE-MME, informed that the draft of the Amendment to the Concession Contract of Public Services of Electricity Distribution, approved by ANEEL by means of Order No. 3,540, dated October 20, 2015, should be submitted to decision-making bodies of each Distributor, with annual limits set forth to meet the criteria in items I (Effective service quality) and II (Economic and financial effectiveness) in article 1 in Decree No. 8,461/2015, under the terms in Exhibit II to Technical Note No. 0335/2015-SCT-SFE-SFF-SRDSRM.

 

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Under the terms in the Amendment, failure to comply with these goals referred to in items I and II above, for five (5) years, starting on January 1, 2016, for two (2) consecutive years, or failure to comply with any of these goals by the end of the five-year term, shall cause termination of the concession.

Equally, starting in the sixth (6th) year, the failure to comply with these goals shall characterize default and shall imply the opening of the termination process, according to the following: (i) Criterion I – Effective service quality: if there is non-compliance for three consecutive years; or (ii) Criterion II – Economic and financial effectiveness: if there is non-compliance for two consecutive years. However, in this case, the concessionaire may submit a plan to transfer the shareholding control as alternative to the termination, including the feasibility to alter the control and the benefit of this measure to adjust services provided.

The decree also establishes that concessions that are not extended or that have been subject to termination shall be subject to bids according to guidelines of the Ministry of Mines and Energy (MME). The compensation to be paid to a former concessionaire for investments on reversible assets that are not depreciated and not amortized should be calculated according to the new value of replacement -VNR and should consider the go-live of the facilities.

At the 164th General Meeting of Eletrobras, held on December 28, 2015, upon request, by the representative of the Federal Government, the matters related to the extension of concession contracts of subsidiaries was removed from the agenda of matters related to the extension of concession contracts of subsidiaries – Cepisa, Ceal, Eletroacre, Ceron, Boa Vista and Amazonas D., due to the fact that these distribution companies requested, on December 28, 2015, extension of the term to execute the respective amendment, under the terms in Provisional Measure No. 706, to be deliberated at the Extraordinary Meeting of Eletrobras to be called.

Provisional Measure No. 706, dated December 28, 2015, amended the text of the paragraph two of article 11 in Law No. 12,783/2012, setting forth that the concessionaire should execute the amendment within 210 days, from the calling by the Concession Grantor.

The distribution concessions for these companies part of the Eletrobras group had contracts terminated in July 2015, however, in light of the terms in Law No. 8,987, dated February 13, 1995, article 42 “concessions shall remain in force for the period needed to prepare evaluations and calculations required to organize bidding processes that will grant the replacing concessions, which term shall not be less than 24 months.” (See Note 19).

On July 25, 2016, the 165th Extraordinary Shareholders Meeting resolved the non-extension and return at any time of the concessions and transfer of control of the controlled companies until December 31, 2017 of the distributors of energy of Eletrobras, as Provisional Measure 735, as of June 22, 2016.

In the 165th Extraordinary Shareholders Meeting was approved the transfer of control of the controlled companies, until December 31, 2017, of the distributors of energy of Eletrobras, under Law 12.783 / 2013, with the new wording given by Provisional Measure 735 of 22 June 2016, provided that, before the transfer of the distributor for the new controller, the distributor receives directly, by federal government or through rate, all the resources and remuneration necessary to operate, maintain and make investments that are related to public services respective distributor, maintaining the economic and financial balance of the distributor without any injection of funds, in any way, by Eletrobras and also was approved to be returned at any time, the granting of the sales and to be adopted the provisions of its settlement, in the following cases:

 

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Table of Contents
I. The transfer of control of the controlled companies is not performed until December 31, 2017; or

 

II. The respective distributor, stop receiving directly from the federal government or through rate, until his transfer to the new controller, all the resources and remuneration necessary to operate, maintain and make investments that are related to public services of the respective distributor, for maintenance the economic and financial balance of the distributor without any injection of funds, in any way, by Eletrobras.

The Company also decided that the distributors subsidiaries that did not have their extended concessions will, if have the consent of the Grantor, remain responsible for the operation and maintenance of public distribution services of their locations to transfer their equity controls under Provisional Measure 735/2016, which should occur by December 31, 2017.

During this period, as mentioned above, the distribution companies should receive adequate remuneration for the provision of distribution services, without any injection of funds by holding Eletrobrás, as approved by the 165th Extraordinary Shareholders Meeting.

Based on the decisions of the 165th Extraordinary Shareholders Meeting, the Company considered the IFRS 5 – Non-Current Assets Held for Sale, and estimated that at this moment these assets do not meet the criteria for classification as held for sale.

The Company will remeasure its intangible assets based on decisions of the 165th Extraordinary Shareholders Meeting and in accordance with Law 12,783 / 2013. (See Note 48.27).

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are defined below. These policies have been applied consistently in all of the periods presented, unless otherwise stated.

3.1. Basis of preparation

The preparation of consolidated financial statements requires the use of certain critical accounting estimates and, also, the exercise of judgment on the part of the directors of the Company, in the process of applying the accounting policies of the Eletrobras System. Those transactions, disclosures or balances that require a higher level of judgment, which have greater complexity and for which assumptions and estimates are significant, are disclosed in Note 4.

The consolidated financial statements have been prepared on the basis of historical cost, except for the following items: i) financial instruments that are measured by their fair value, such as investments; ii) financial instruments

 

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that are measured by the fair value at result, such as securities and derivatives; iii) and some assets linked to concessions that were measured by the new replacement value – VNR (generating and transmission companies) or by Regulatory Remuneration Base – BRR (distributors) (see note 44). The historical cost is usually based on the fair value of considerations on the date of the transactions.

These consolidated financial statements are presented in Reais, which is the functional currency of the Company and its subsidiaries, associated companies and jointly-controlled companies. All financial information presented in Reais were rounded to thousands, except when otherwise indicated.

(a) Consolidated financial statements

The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (IASB).

These consolidated financial statements are not equivalent to the statutory financial statement of the Company as issued under the requirements of the Brazilian jurisdiction. Also, because the date of authorization for issue of these consolidated financial statements is different from the date when the consolidated financial statements were issued in Brazil, there are differences due to adjusting events after the reporting period, under IAS 10 – Events after the Reporting Period

For certain statutory purposes, such as providing reports to our shareholders located in Brazil and determining dividend payments and other profit distributions and tax liabilities in Brazil, we have prepared and will continue to be required to prepare parent company and consolidated statutory financial statements in accordance accounting practices adopted in Brazil and with IFRS, filed in the Brazilian Exchange Commission (Comissão de Valores Mobiliários – CVM) and prepared, approved and filed in the CVM until three months after the year end to comply with the Brazilian Corporate Law.

 

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(b) Changes in accounting policies and disclosures

(b.1) Changes to IFRs and new interpretations with mandatory application starting in this fiscal year without significant effects on the consolidated financial statements

In this fiscal year, the Company has applied the applicable amendments and new interpretations of IFRSs issued by IASB that come into effect for accounting periods starting on January 1, 2015. These amendments and annual improvements had no relevant effects on the consolidated financial statements.

(b. 2) New and revised standards and interpretations already issued and not yet adopted

The International Accounting Standards Board – IASB published or changed the following principal accounting pronouncements, guidelines or interpretations, whose adoption should be made mandatory in subsequent periods:

Applicable on or from January 1, 2016:

Revision IAS 16 and IAS 38 – the amendment aims to include information about the concept of future expectation of reduction in selling price and to clarify the method of depreciation based on income generated by an activity.

Changes to IAS 16 prohibit companies from using the depreciation method based on revenue for fixed assets. Changes to IAS 38 introduce the refutable premise that the revenue is not an appropriate basis to determine amortization of an intangible asset.

Currently, Eletrobras does not use the depreciation method based on revenue generated by an activity. The Management of the Company believes that application of these changes to IAS 16 will have no material impact on the consolidated financial statements of Eletrobras.

IFRS 11 – the amendment requires that the purchaser of a participation in a joint operation constitute a business, as defined in IFRS 3, applying the principles of IFRS 3, except for those that conflict with IFRS 11. A joint business also requires disclosure of relevant information required under IFRS 3 and other business combination rules.

 

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Changes must be applied prospectively to acquisitions of equity in joint operations (where joint operations are business, as defined under the terms in IFRS 3) starting in annual periods starting on or after January 1, 2016. The Management of the Company believes that application of these changes to IFRS 11 may have impact on the consolidated financial statements in the future, should there be such transactions.

IFRS 10 and IAS 28 Revision – clarifies that in a transaction between an investor and associate or joint venture, the recognition of gain or loss depends on whether the goods sold or contributed constitute a business. The Management of the Company believes that application of these changes to IFRS 10 and IAS 28 may have impact on the consolidated financial statements in the future, should there be such transactions.

IAS 1 Revision – Clarifications concerning the judgment process of disclosures in the Financial Statements. Changes to IAS 1 offer guidelines regarding application of the concept of materiality in practical terms.

The Management of the Company believes that application of these changes to IAS 1 will have no material impact on the consolidated financial statements of Eletrobras.

Amendments to IFRSs – Annual Improvements Cycles 2012-2014

Annual Improvements to IFRs 2012-2014 Cycle include several changes to a series of IFRs, that are summarized below:

Changes to IFRS 5 introduce specific guidelines to IFRS 5 regarding when an entity reclassifies an asset (or set of disposal) from “held for sale” to “held for distribution to stakeholders” (or vice-versa). Changes clarify that these change must be considered as a continuity of the original plan of sale and, therefore, requirements set forth in IFRS 5 regarding the change to the sales plan are not applicable. Changes clarify also the guidelines related to discontinuity of accounting “held for distribution.”

Changes to IFRS 7 provided additional guidelines to clarify if a service contract is a continuous engagement in an asset transferred for purposes of disclosures required related to transferred assets.

Changes to IAS 19 clarify that the rate used to discount post-retirement benefits obligations must be determined based on market return by the end of the reporting period regarding high-quality corporate bonds. The evaluation of the market size for high-quality corporate bonds should be at the currency level (that is, the same currency used to pay the benefits). For currencies that do not have high liquidity market for such high-quality corporate bonds, the basis should be market return on governmental bonds denominated in that currency by the end of the reporting period.

 

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The Management of the Company does not believe that application of these changes should have a relevant effect on the consolidated financial statement of Eletrobras.

Applicable on or from January 1, 2018

IFRS 15 – Revenue Recognition (new pronouncement) – specifies how and when recognition of revenue from contracts with clients will be done as well as requires that the entity provide users of financial statements more informative and relevant information.

IFRS 9 – Financial Instruments – its objective is to replace IAS 39 – Financial Instruments – Recognition and Measurement, and to establish principles for disclosure of financial assets and liabilities, as well as to add a new model for impairment and changes limited to classification and measurement requirements while introducing an evaluation criterion of “fair value recognized in other comprehensive income” for some simple debt instruments.

The Company is proceeding with its analysis of the impacts of these new pronouncements in its consolidated statements.

Applicable on or from January 1, 2019:

IFRS 16 – Leasing (new pronouncement) – the purpose is to introduce requirements for recognition, measurement, presentation, and disclosure of leasing. The pronouncement offers a unique accounting model for leases, requiring that the lessee recognizes assets and liabilities for all lease agreements, unless when the contract term is less than 12 months or the value of the asset object of the lease is low. For lessors, there are no substantial changes, and they should continue to classify lease agreements as operating or financial, as defined in IAS 17.

The Company is proceeding with its analysis of the impacts of these new pronouncements or changes in its consolidated statements.

 

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3.2. Basis of consolidation and investments in subsidiaries

The following accounting policies are applied in the preparation of the consolidated financial statements, which include equity investments of the Company and its subsidiaries.

In the consolidated financial statements the financial information of the subsidiaries and of the jointly controlled and associated projects are recognized through the equity method and are initially recognized by their cost value and then adjusted for purposed of recognition of the Company in profit or loss and other comprehensive income of the associate.

When necessary, the financial statements of the jointly controlled and associated subsidiaries are adjusted to conform to the accounting policies adopted by the Company.

The subsidiaries, jointly controlled and associates are essentially domiciled in Brazil.

(a) Subsidiaries

Subsidiaries are all entities in which the Eletrobras system holds control. The Eletrobras system controls an entity when it is exposed or is entitled to variable returns arising from its involvement with the entity and has the capacity to interfere in these returns because of the power it exercises over the entity. The subsidiaries are fully consolidated from the date on which control is transferred to the Eletrobras system. The consolidation is interrupted from the date on which the Electrobras system ceases to have control.

The consolidated financial statements include the financial statements of the Company and its subsidiaries.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statements of income and comprehensive income from the effective date of acquisition until the effective date of disposal, as applicable.

All transactions, balances, income and expenses among the companies of the Company are eliminated in full in the consolidated financial statements.

The Company adopts the following consolidation practices:

a) Elimination of the investments of the investor in investee companies, to offset their participation in respective net equity assets;

b) Elimination of balances of intercompany receivables and payables;

c) Elimination of intercompany income and expenditures;

d) Highlighting of the minority non-controlling shareholder interest in shareholders’ equity and in the consolidated statement of profit and loss of the investee companies.

 

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The Company uses the criteria of full consolidation, as described in the table below. Participation is given on the total capital of the subsidiary.

 

     12/31/2015     12/31/2014  
     Equity     Equity  

Subsidiaries

   Direct     Indirect     Direct     Indirect  

Amazonas Energia

     100     —          100     —     

Boa Vista Energia

     100     —          100     —     

Ceal

     100     —          100     —     

CELG- D(1)

     51     —          51     —     

Cepisa

     100     —          100     —     

Ceron

     100     —          100     —     

CGTEE

     100     —          100     —     

Chesf

     100     —          100     —     

Eletroacre

     94     —          94     —     

Eletronorte

     99     —          99     —     

Eletronuclear

     100     —          100     —     

Eletropar

     84     —          84     —     

Eletrosul

     100     —          100     —     

Furnas

     100     —          100     —     

Chuí IX

     —          99.99     —          99.99

Coxilha Seca

     —          99.99     —          99.99

Hermenegildo I

     —          99.99     —          99.99

Hermenegildo II

     —          99.99     —          99.99

Hermenegildo III

     —          99.99     —          99.99

Linha Verde Transmissora

     —          100     —          100

Uirapuru

     —          75     —          75

Energia dos Ventos V(²)

     —          99.99     —          —     

Energia dos Ventos VI(²)

     —          99.99     —          —     

Energia dos Ventos VII(²)

     —          99.99     —          —     

Energia dos Ventos VIII(²)

     —          99.99     —          —     

Energia dos Ventos IX(²)

     —          99.99     —          —     

Extremoz Transmissora do Nordeste S/A(³)

     —          100.00     —          —     

Complexo Eólico Pindaí I

        

Acauã Energia S.A.

     —          99.93     —          99.93

Angical 2 Energia S.A.

     —          99.96     —          99.96

Arapapá Energia S.A.

     —          99.90     —          99.90

Caititu 2 Energia S.A.

     —          99.96     —          99.96

Caititu 3 Energia S.A.

     —          99.96     —          99.96

Carcará Energia S.A.

     —          99.96     —          99.96

Corrupião 3 Energia S.A.

     —          99.96     —          99.96

Teiú 2 Energia S.A.

     —          99.95     —          99.95

Complexo Eólico Pindaí II

        

Coqueirinho 2 Energia S.A.

     —          99.98     —          99.98

Papagaio Energia S.A.

     —          99.96     —          99.96

Complexo Eólico Pindaí III

        

Tamanduá Mirim 2 Energia S/A(³)

     —          83.01     —          —     

 

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(1) Subsidiary classified as non-current asset held for sale (see Note 43)
(2) Acquisition of equity in 2015 by Subsidiary Furnas
(3) Acquisition of equity in 2015 by Subsidiary CHESF

The consolidated financial statements include the balances and transactions of exclusive funds whose only shareholders are the Company and its subsidiaries, composed of public, private securities and debentures of companies with a low credit rating and high paper liquidity.

(a.1) Changes in Group equity in existing subsidiaries

Changes in Company equity in subsidiaries that do not result in loss of Group shareholding control over the subsidiaries are recorded in financial statements as capital transactions. Accounting balances of Company equity and non-controlling shareholders are adjusted to reflect changes in the respective equity held on subsidiaries. The difference between the value under which non-controlling shareholders’ equity in subsidiaries are adjusted and the fair value of compensation paid or received is recorded directly in shareholders’ equity and attributed to Company shareholders.

When the Company loses the shareholding control on a subsidiary, the gain or loss is recognized in the financial statements and is calculated according to the difference between: (i) the sum of fair value of compensation received and the fair value of the residual equity; and (ii) the previous balance of assets (including goodwill) and liabilities of the subsidiary and non-controlling equity, if any. All values recognized before in “Other comprehensive income” related to the subsidiary are accounted for as if the Company had sold directly the corresponding assets or liabilities of the subsidiary (that is, reclassified as income nor transferred to another item in the shareholders’ equity, as required or permitted by applicable IFRS). The fair value of any investment held in the former subsidiary on the date when shareholding control is lost shall be recorded at fair value in the initial recognition to be accounted for subsequently under the terms in IAS 39 Financial Instruments: Recognition and Measurement or, when applicable, the cost in the initial recognition of an investment in an associate or joint venture.

(b) Investments in associates

Associates are all entities over which the Company has significant influence, and that are not configured as a subsidiary or a jointly-controlled subsidiary.

Any amount that exceeds the cost of the acquisition over the Company’s participation of the Company in the identifiable net fair value of assets, liabilities and contingent liabilities of the associate on the date of acquisition is recognized as goodwill. The premium is added to the book value of the investment. Any amount of the Company’s participation in the net fair value of assets, liabilities and contingent liabilities identifiable that exceeds the cost of acquisition, after revaluation, is recognized immediately in income.

 

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When the portion of the Company exceeds the participation in that associate in prejudice to it (including any long-term participation which, in essence, is included in the net investment in the associate), the Company ceases to recognize its participation in additional losses. The additional losses are recognized only if the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

 

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(c) Joint ventures

A joint venture is a contractual agreement by which the Company and other parties exercise an economic activity subject to joint control, a situation in which decisions on financial and strategic operating policies related to joint venture activities require approval from all the parties that share control.

When a subsidiary of the Company directly exercises its activities by means of a joint venture, the Company’s participation in jointly controlled assets and any liabilities incurred jointly with the other controllers is recognized in the financial statements of the respective subsidiary and classified according to its type. Costs and liabilities incurred jointly in relation to participations in jointly controlled assets are recorded in accrual-based accounting. Any gains from the sale or use of the Company’s participation in the income from jointly controlled assets and its share in any expenses incurred by the joint venture are recognized when it is likely that the economic benefits associated to the transactions will be transferred to/from the Company, and its value can be reliably measured.

3.3. Cash and cash equivalents

Cash and cash equivalents include cash, bank deposits and other short-term investments of high liquidity with original maturities of up to three months and with insignificant risk of change in value.

3.4. Accounts receivables and allowance for doubtful accounts

The accounts receivable from customers (consumers and resellers) are composed of credits from the provision and supply of electric energy, invoiced and not invoiced, the former by an estimate, including those resulting from energy transacted within the framework of the Chamber for Commercialization of Electric Energy (Conta de Comercialização de Energia Elétrica or CCEE), accounting for based on accrual accounting and are recognized initially at fair value and subsequently measured at amortized cost less an allowance for doubtful accounts(see also Note 4.VIII).

The balance also includes the supply of energy that has not been billed, originating substantially from distribution activity that is measured on the basis of estimates, based on the history of consumption of MW/hr.

Accounts receivable are normally settled in a period of up to 45 days, for which reason book values substantially represent the fair value on the date the books are closed.

If the period of receipt is equivalent to one year or less, the accounts receivable are classified under current assets. Otherwise, they are presented under non-current assets (Note 7).

 

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3.5. Fuel Consumption Account – CCC

Per the terms of Law No. 8,631 of March 4, 1993, the Company administers the values relating to collections made by dealers of the public electric energy service, for credit in the Fuel Consumption Account – CCC, corresponding to annual quotas intended for expenditures for fuels for electric power generation. The values recorded in the current assets, offsetting current liabilities, correspond to the availability of resources, maintained in a connected bank account, and to quotas not paid by concessionaires. The values recorded in the assets are corrected by the profitability of application and represent a restricted account, and may not be used for other purposes.

Operations with the CCC do not affect the consolidated income or loss for the financial year of the Company.

3.6. Guarantees and Restricted Deposits

The amounts recorded are intended for legal and/or contractual services. They are valued at acquisition cost plus interest and monetary correction based on legal provisions and adjusted by the provision for loss on realization, when applicable. Their redemption is conditional on completion of the legal procedures to which these deposits are linked.

3.7. Inventories and Fuel

The inventory is recorded at the average purchase cost, net of provisions for losses, when applicable, and does not exceed the replacement cost or net realizable value. Inventory costs are determined by the average cost method. The net realizable value is the estimated selling price of stocks, less all estimated costs for its completion and costs necessary to make the sale.

The materials in warehouse inventory and fuel – CCC are classified as current assets and is recorded at the average cost of acquisition, which does not exceed market value.

3.8. Nuclear fuel inventory

Composed of the uranium concentrate in stock, the corresponding services and nuclear fuel elements used in the thermonuclear power plants Angra I and Angra II, and these are recorded at acquisition cost.

In its initial stages of formation, the uranium ore and the services needed for its manufacture are purchased, and classified for accounting purposes under non-current assets – realizable in long-term, presented under the heading of Nuclear Fuel Inventory. After the manufacturing process is completed, the portion concerning the forecast of consumption for the 12 months following is classified under current assets.

 

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The consumption of nuclear fuel elements is appropriated to the income for the year in a proportional manner, considering the monthly energy effectively generated in relation to the total energy scheduled for each fuel element. Inventories and evaluations of used nuclear fuel elements which pass through the process of generating electricity and are stored in the used fuel storage tank are periodically conducted.

 

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3.9. Fixed Assets

Fixed assets are measured by the historical cost deducted from accumulated depreciation and any accumulated impairment losses. The historical cost includes expenses directly attributable to the acquisition of the assets, and also includes, in the case of qualifying assets, the borrowing costs capitalized in accordance with the accounting policy of the Company. Such fixed assets are classified under the appropriate fixed asset categories when completed and ready for their intended use. The depreciation of these assets starts when they are ready for intended use on the same basis of other fixed assets.

Depreciation is recognized on the basis of the estimated useful life of each asset on the linear method, so that the value of the cost less its residual value after its useful life is fully written-off (except for land and construction in progress). The Company considers that the estimated useful life of each asset is similar to depreciation rates determined by the ANEEL, which are considered by the market as acceptable to express adequately the time of the useful life of the assets. Additionally, in connection with the Company’s understanding concerning the current regulatory framework of concessions, including Law 12,783/2013, the indemnification at the end of the concession was considered based on the lowest value between the VNR or the net book value, with this factor being considered in the measurement of fixed asset (See details in Note 17).

Assets held through financial commercial leasing are depreciated over the expected useful life in the same manner as the assets themselves or over a lesser period, if applicable, in accordance with terms of the lease in question.

An item of fixed assets is written off after disposal or when there are no future economic benefits arising from the continued use of the asset. Any gains or losses on the sale or write-down of a fixed assets item are determined as the difference between the amounts received in the sale and the book value of the asset and are recognized in income or loss for the financial year.

Please see note 4.XI for the effects of the Independent Investigation (as defined in that note), on the fixed assets of the Company.

3.9.1. Borrowing costs

Interest and where appropriate exchange variation for each month incurred in relation to loans and financing are added to the acquisition cost for the fixed asset in formation, considering the following criteria for capitalization:

 

  a) The capitalization period occurs when the qualifying asset is under construction, ending with the capitalization of interest when the item is available for use;

 

  b) Interest is capitalized considering the weighted average rate on the loans and financing in effect on the date of capitalization or, for those assets in relation to which specific loans were obtained, the rates of these specific loans;

 

  c) Capitalized interest on a monthly basis does not exceed the value of the interest expenses determined in the capitalization period;

 

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  d) Capitalized interest is depreciated considering the same criteria and estimated useful life determined for the item in which it is incorporated.

Gains on investments, arising from the temporary application of the resources obtained with specific loans and financing still not expenses with the qualifiable asset are deducted from loans and financing costs eligible for capitalization, when the effect is material.

All other costs for loans and financing are recognized in the income or loss for the financial year in which they are incurred.

3.10. Concession contracts

The Company has concession contracts in the segments of generation, transmission and distribution of electricity, signed with the concession grantor (Brazilian federal government) for periods ranging between 20 years and 35 years, being all contracts, by segment, very similar in terms of rights and obligations of the concessionaire and the power grantor. The time periods of the principal concessions are described in Note 2.

Under Law 12.783, the grantor opted to renew concessions being operators and maintainers of the hydroelectric plants, receiving a fee for the cost of these activities. In this way, companies holding generation assets become providers of services, no longer selling electric energy at market price, the same have happened to the transmission segment.

This new law empowers the Union to extend, once only, maturing Concessions of generation, transmission and distribution of Electricity for a maximum of 30 (thirty) years and, in the case of thermoelectric generation, for a maximum of 20 (twenty) years.

I – Tariff System

 

  a) The tariff system of electrical distribution is controlled by the ANEEL and these rates are adjusted annually and reviewed every four years, on the basis of the maintenance of the economic-financial balance of the concessionaire, taking into consideration the prudent investments made and the structure of costs and expenses of the Company of reference. Charges for services occurs directly to users, based on the volume of energy consumed and the rate authorized (See Note 18).

 

  b) The tariff system for electric power transmission is regulated by the ANEEL and periodic revisions are carried out, being established a Permitted Annual Income – RAP, updated annually by an index of inflation and, subject to periodic revisions to cover new investments and possible aspects of economic-financial balance of the concession contracts. We emphasize that this tariff system was changed beginning with the renewal of concessions affected directly by Law No. 12,783/2013.

 

  c) The tariff system of generation was, in general, based on a regulated tariff until 2004 and thereafter, in connection with the changes in the regulation of the sector, has changed from tariff basis for a price system, and the electricity generators can have the freedom to participate in auctions of electric energy intended for the regulated market. There is in this case a base price, being the final price determined through competition among participants in the auction. Additionally, the electric power generators can make bilateral contracts of sale with consumers who fit into the category of free consumers (definition based on power demanded in MW). We emphasize that this tariff system was changed beginning with the renewal of concessions affected directly by Law No. 12,783/2013.

 

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II – Transmission and Distribution Concessions

The concession contracts regulate the exploitation of public services of distribution and transmission of electrical energy by the Company, where:

1) Electric power distribution

a) The contract establishes what services the operator must provide and to whom (consumer class) the services must be provided;

b) the contract establishes performance standards for public service provision, with respect to the maintenance and improvement of quality of service to consumers, and the dealer has an obligation, on delivery of the concession, to return the infrastructure under the same conditions under which it is received at the signature of those contracts. To comply with these obligations, ongoing investments are carried out throughout the term of the lease. Therefore, the assets connected with the concession can be replaced, several times, until the end of the concession;

c) At the end of the concession, the assets connected with the infrastructure must be reverted to the power grantor upon payment of compensation determined by the depreciated Regulatory Remuneration Base-BRR.

2) Electric power transmission

a) The price (tariff) is regulated and called the Permitted Annual Income (RAP). The electric power transmitting agency cannot negotiate prices with users. For some contracts, the RAP is fixed and updated monetarily by the price index once a year. For other contracts, the RAP is updated monetarily by the price index once a year and revised every five years. Generally, the RAP of any electric power transmission company is subject to annual review due to the increase of the asset and operating expenses resulting from modifications, replacements and expansions of facilities. The tariff levels (RAP) were changed beginning with the renewal of concessions affected directly by Law No. 12,783/2013.

b) The assets are reversible at the end of the concession, with the right to receive compensation (cash) of the concession grantor on investments not yet amortized, determined by the new replacement value – VNR. There are still active concessions renewed pending approval by the ANEEL, and, consequently, pending compensation.

II. 1 – Application of IFRIC 12 – Service concession contracts, applicable to contracts of public-private concession contracts in which the public entity:

 

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a) Controls or regulates the type of services that can be provided using the underlying infrastructures;

b) Controls or regulates the price at which the services are provided;

c) Controls/owns a significant interest in the infrastructure at the end of the concession.

A public-private concession presents, typically, the following characteristics:

a) An underlying infrastructure for the concession which is used for providing services;

b) An agreement/contract between the grantor and the operator;

c) The operator provides a set of services during the concession;

d) The operator receives a remuneration throughout the concession contract, either directly from government authorities or from the users of the infrastructure, or both;

e) The infrastructures are transferred to the grantor at the end of the concession, typically for free or also for valuable consideration.

In accordance with IFRIC 12, the concession infrastructures in the context of the standard are not recognized by the concessionaire as fixed assets, since it is considered that the operator has no control over these assets to be recognized in accordance with one of the following accounting models, depending on the type of operator remuneration commitment assumed by the concession grantor under the contract:

 

  1) The financial asset model

This model is applicable when the concessionaire has the unconditional right to receive certain monetary amounts regardless of the level of use of infrastructures covered by the concession and results in the recording of a financial asset, which was classified as loans and receivables (generation and transmission) or as available for sale (distribution).

 

  2) Intangible asset model

This model is applicable when the concessionaire under the concession, is remunerated depending on the degree of utilization of the infrastructures (credit and demand risk) in relation to the concession and results in the recording of an intangible asset.

 

  3) Mixed Model

This model applies when the award includes remuneration commitments simultaneously guaranteed by the concession grantor and remuneration commitments dependent on the level of use of infrastructures of the concession.

 

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Based on the characteristics established in the concession contracts of the electric power distribution company and its subsidiaries and the requirements of the norm, the following assets are recognized in relation to the electrical distribution business:

 

  a) Estimated portion of the investments and not amortized or depreciated until the end of the lease is classified as a financial asset to be an unconditional right to receive cash or another financial asset directly from the granting authority; and

 

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  b) The remaining portion to determine the financial asset (residual value) will be classified as an intangible asset by virtue of its recovery being subject to public service use, in this case, energy consumption by consumers.

The infrastructure received or constructed from the distribution activity is recovered through two cash flows, namely:

 

  a) Partly through energy consumption made by consumers (issuance of the monthly invoices from the measurement of energy and power consumed/sold) during the period of the concession; and

 

  b) Partly as compensation of reversible assets at the end of the term of the concession, this being received directly from government authorities or to whomever this task was delegated.

This compensation will be performed based on the investment installments connected with the reversible assets, not yet amortized or depreciated, that have been made with the objective of guaranteeing the continuity and timeliness of service provided.

The concessions of electric power distribution of its subsidiaries are free of charge. In this manner, there are no fixed financial obligations and payments to be made to the power grantor.

For the activity of electric power transmission the Permitted Annual Income – RAP is received from companies that use their infrastructure through a usage tariff for the transmission system (TUST). This tariff results from the apportionment among users of transmission of some specific values; (i) the RAP of all transmission companies; (II) the services provided by the National System Operator – ONS; and (iii) the regulatory charges.

The granting authority delegated to generators, distributors, consumers, exporters and importers the monthly payment of the RAP, which is guaranteed by the broadcasting regulatory framework, constitutes unconditional contractual right to receive cash or another financial asset, and therefore the credit risk is low.

Considering that the Company is exposed to credit and demand risks and that the income is earned based on the availability of transmission line, the whole infrastructure was recorded as a financial asset.

This financial asset includes furthermore the compensation that will be made based on the investment installments connected with the reversible assets, not yet amortized or depreciated, that have been made with the objective of guaranteeing the continuity and timeliness of service provided.

III. Generation Concessions

 

  a) Hydroelectric and thermal generation – the concessions, not directly affected by Law No. 2,013/12,783 are within the scope of IFRIC 12, bearing in mind that the characteristics of price and not of regulated tariff. From January 1, 2013, the concessions affected directly by Law No. 12,783/2013, until then outside the scope of IFRIC 12, become part of the scope of these regulations, considering the change in price system, becoming a regulated tariff for these concessions, along the lines already applied to distribution concessions until then.

 

  b) Nuclear generation – Has a defined tariff system, but differs from other generation contracts, due to being an authorization and not a concession. There is no defined period for the end of the authorization as well as the characteristics of significant control of assets by the grantor at the end of the authorization period.

 

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IV. Itaipu Binacional

a) Itaipu Binacional is governed by a Binational Treaty of 1973 in which tariff conditions were established, and the basis of formation of the tariff is determined exclusively to cover expenses and debt service of this Company;

b) the tariff basis and terms of commercialization will be in effect until 2023, which corresponds to a significant part of the useful life of the plant, when the tariff basis and the terms of commercialization must be revised.

c) Itaipu’s tariff basis was established preponderantly in order to permit the payment of debt service, which has final maturity in 2023, and to maintain their operating and maintenance expenses;

d) The commercialization of Itaipu energy was subrogated to the Company, originating from previously signed contracts with the distributors in which the payment conditions were previously defined.

e) Through Law No. 10,438 of April 26, 2002 the purchasing and transfer commitments were subrogated to the Company for distribution of electricity services of Itaipu Binacional signed up to then by Furnas and Eletrosul, subsidiaries of the Company, with the electric power distribution concessionaires. Debts from energy commercialization of Itaipu Binacional were renegotiated with the Company giving rise to financing agreements. Such contracts were initially recorded at fair value and subsequently measured by the amortized cost, using the effective interest method.

f) The terms of the agreement guarantee the reimbursement the Company even in cases of absence of power generation capacity or operational problems with the plant. Thus, the Company acts substantially as marketing agent of electric power for Itaipu.

V. Financial asset – Public Service Concessions.

The Company recognizes a credit receivable from the power grantor (or form whomever the power grantor has granted it) when it has unconditional right to receive cash at the end of the concession in relation to compensation for investments made by distributors, electric power generators and transmitters, and not recovered through the provision of concession-related services. These financial assets are recorded at present value and are calculated based on the estimated portion of the investments and not amortized or depreciated until the end of the concession. The distribution assets are remunerated on the basis of the regulatory remuneration Weighted Average Cost of Capital -WACC (cost of capital), with this factor being included in the tariff base and the generation and transmission are remunerated on the basis of the internal rate of return of the project. In the case of generation, only the assets linked to concessions directly affected by Law No. 12,783/2013 and formed beginning with the mentioned Law, are considered financial assets that will be remunerated in the same forms as the transmitters, since the acquisition of such assets is approved by the MME and the ANEEL.

 

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These accounts receivable are classified between current and non-current considering the expectation of receipt of these values, based on the date of closure of the concessions.

3.11. Intangible assets

The Company recognizes as an intangible asset the right to charge users for the services provided for distribution of electricity (for generation of the Amazonas Energia infrastructure, which has an exclusive connection with the distribution activity of this Company, and is also classified as intangible). The intangible asset is determined as being the residual value of construction income earned for the construction or acquisition of infrastructure held by the Company and the value of the financial asset in relation to the unconditional right to receive cash at the end of the grant as compensation.

The asset is presented net of accrued amortization and of losses due to the reduction in recoverable value (impairment), when applicable.

The amortization of intangible assets reflects the pattern in which the future economic benefits are expected to be consumed by the Company, or the end of the concession period, or whichever occurs first. The consumption pattern of assets is related to their economic useful life, considering that the assets constructed by the Company are part of the basis of calculation for measuring the tariff for concession services.

The amortization of the intangible asset begins when it is available for use, at its location and in the necessary condition for it to be able to operate in the manner intended by the Company. Depreciation ceases when the asset has been fully consumed or written down, or is no longer integrated in the calculation base of the tariff for concession services, whichever occurs first.

The Company performs annually recoverability of assets test using the present value method of the future cash flows generated by the asset, considering that there is no active market for the assets connected with the concession. (See Note 20).

Intangible assets comprise basically the usage rights of the concession, but also include goodwill on acquisition of investments and specific expenses associated with the acquisition of rights, plus the respective costs of deployment, when applicable.

 

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Intangible assets with defined useful lives, purchased separately, are recorded at cost, deducting amortization and losses due to the reduction in the accrued recoverable value. Amortization is recognized linearly based on the estimated useful life of the assets. The estimated useful life and the depreciation method are reviewed at the end of each financial year and the effect of any changes in the estimate is accounted for prospectively.

Intangible assets with indefinite useful lives, purchased separately, are recorded at cost, deducting amortization and losses due to the reduction in the accrued recoverable value.

3.11.1. Concessions for Valuable Consideration (Use of Public Asset – UBP)

The Company and certain subsidiaries have contracts for concessions for valuable consideration with the Government for the use of public assets for the generation of electric power in certain plants.

The values identified in the contracts are the future prices and, therefore, the Company and those subsidiaries have adjusted these contracts to the present value based on the discount rate determined on the date of the obligation.

The update of the obligation in relation to the discount rate and monetary variation, defined in the concession agreement is capitalized in the asset, during the construction of the power plants and from the date of entry into commercial operation, it is recognized directly in the income.

These assets are recorded in intangible assets offsetting the noncurrent liabilities.

3.11.2. Expenses with Studies and Projects

Expenses incurred with studies and projects, including feasibility studies and hydroelectric plant inventories and power transmission lines, are recognized as operating expenditures, when incurred, and until it has effective proof of the economic viability of their use or the granting of the concession or authorization. From the concession and/or authorization for use of the public service of electricity or the evidence of economic viability of the project, the expenses incurred are capitalized as cost of development of the project. Currently, the Company does not have capitalized values regarding spending on studies and projects.

3.12. Recognition of the receivables and the Parcel A obligations and other financial components

On November 25, 2014, the ANEEL decided to add the concession contracts and permits, of the electricity distribution companies in Brazil, in order to eliminate any uncertainty, until then existing, with regard to the recognition and realization of time differences, whose values are passed annually on to the tariff for electrical energy distribution – Parcel A (CVA) and other financial components. Pursuant to the addendum issued by the ANEEL, the regulatory body guarantees that the CVA values and other financial components will be incorporated in the calculation of compensation, at the end of the concession.

 

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The addendum to the Concession Contracts, represented a new element that ensures, from the date of its signature, the right or imposes an obligation on the concessionaire receiving or paying for the assets and liabilities in relation to the counterparty – the Granting Authority. This new event changes, from that date, the environment and the previously existing contractual terms and extinguishes the uncertainties regarding the ability of realization of the asset or enforcement of the liability. These are conditions, therefore, that differ in essence from those which occurred previously.

The effects of the addendum to the concession agreement and permission are not the nature of the accounting policy change, but, indeed, of a new situation and, consequently, their application was prospective. Therefore, the record of the amounts receivable (obligations) was effected in asset (or financial liability) accounts, where appropriate, in contrast to the income or loss for the financial year (income from sale of goods and services).

3.13. Impairment of non-financial assets, excluding goodwill

At the end of each financial year, the Company assesses whether there is any indication that their non-financial assets have suffered any impairment losses. If any such indication exists, the recoverable amount of the asset is estimated in order to measure the amount of that loss. For purposes of the impairment test of non-financial assets, excluding goodwill, assets are grouped at the smallest identifiable group that generates largely independent cash inflows from other assets or groups of assets, the cash-generating unit. When it is not possible to estimate the recoverable amount of an asset individually, the Company calculates the recoverable amount of the cash-generating unit to which the asset belongs.

When a reasonable and consistent allocation basis can be identified, the corporate assets are also allocated to the individual cash-generating units or to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

In assessing the usage value, estimated future cash flows are discounted to present value at a discount rate that reflects current market assessment: the time value of the currency and the risks specific to the asset for which the future cash flow estimation was performed.

If the recoverable value of an asset (or cash-generating unit) calculated is less than its book amount, the book value of the asset (or cash-generating unit) is reduced to its recoverable value. The impairment loss is recognized immediately in statement of profit and loss.

When the impairment loss is subsequently reversed, an increase in the book value of the asset (or cash-generating unit) occurs, in relation to the revised estimate of its recoverable value. This increase may not exceed the book value that would have been determined if no impairment loss had been recognized for the asset (or cash-generating unit) in previous fiscal years. The reversal of the impairment loss is recognized immediately in statement of profit and loss.

 

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3.14. Goodwill

The goodwill arising from a business combination is stated at cost on the date of the business combination, net of accumulated loss in recoverable value, if applicable.

For the purpose of impairment test, the goodwill is allocated to each of the Company’s cash-generating units (or groups of cash-generating units) that will benefit from the synergies of the combination.

Considering that the investment operations of the Company are linked to operations that have concession contracts, the goodwill arising from the acquisition of such entities represents the entitlement right of concession with defined useful life, being recognized as an intangible asset of the concession, and the depreciation made in accordance with the period of the concession.

3.15. Non-current assets held for sale

Non-current assets and groups of assets are classified as held for sale should their accounting value be recovered mainly by means of a sale transaction and not by continuous use. This condition is met only when the asset (or group of assets) is available for immediate sale in their current status, subject only to usual terms for the sale of such asset (or group of assets), and its sale is deemed as highly probable. The Management must be committed with the sale, which is expected to be considered, upon recognition, as concluded sale within a year from the date of classification.

When the Company is committed with a sales plan that involves the loss of control of a subsidiary, when criteria in the above paragraph are met, all assets and liabilities held by this subsidiary are classified as held for sale in the consolidated financial statements, even when after the sale the Company still holds some equity in the company.

Non-current assets (or group of assets) classified as held for sale are measured by the lower value between the accounting value previously recorded and the fair value less cost of sale. Assets and liabilities related are presented separately at the balance sheet.

3.16. Business combinations

In the consolidated financial statements, business acquisitions are accounted for by the acquisition method. The consideration transferred in the business combination is measured at fair value. This fair value is calculated by the sum of the fair values of the assets transferred to the Company and of the liabilities entered into by the Company, at the date of purchase, with the old controllers of the purchased company and the shares issued by the Company in exchange for control of the purchased company. Acquisition-related costs are generally recognized in the statement of profit and loss when incurred.

 

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At the date of acquisition, the assets acquired and liabilities assumed that are identifiable are recognized by the fair value at the date of acquisition, except for:

 

  assets or deferred tax liabilities and assets and liabilities related to benefit agreements with employees, which are recognized and measured in accordance with IAS 12 – Income Taxes and IAS 19 – Employee Benefits respectively;

 

  liabilities or equity instruments, related to payment arrangements based on shares of the purchased company or payment arrangements based on Group shares, concluded in substitution of payment arrangements based on shares of the purchased company that are measured in accordance with IFRS 2 – Payments Based on Shares at the date of purchase; and

 

  assets (or groups for disposal) classified as held for sale in accordance with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, which are measured according to this standard.

The goodwill is measured as the excess of the sum: (1) of the consideration transferred; (2) for the value of the non-controlling shares of the purchased company and; (3) for the fair value of the shares of the purchaser previously held in the purchased company (if any) over the net values, at the date of purchase, of the assets acquired and liabilities assumed that are identifiable. If, after the valuation, the net values of the identifiable assets acquired and liabilities assumed at the date of acquisition are greater than the sum: (1) of the consideration transferred; (2) the value of the non-controlling shares in the purchased company and; (3) the fair value of the shares of the purchaser previously held in the purchased company (if any), the excess is recognized immediately in income as a gain.

The non-controlling shares, corresponding to the current holdings and which give their holders the right to a proportional share of the net assets of the entity, in the case of liquidation, may be initially measured at fair value. They may also be measured on the basis of the proportional part of the non-controlling shares in the recognized values of the identifiable net assets of the purchased company. The selection of the method of measurement is made on a transaction by transaction basis. Other types of non-controlling shares are measured at their fair value or, where applicable, as described in another IFRS.

When the consideration transferred by the Company, in a business combination, includes assets or liabilities resulting from an agreement of the contingent consideration, the contingent consideration is measured at fair value at the date of acquisition. In addition, it is included in the consideration transferred in the business combination. The variations in the fair value of contingent consideration, classified as measurement period adjustments, are adjusted retroactively, with the corresponding adjustments in the goodwill. Measurement period adjustments correspond to adjustments resulting from additional information obtained during the “measurement period” and the related facts and circumstances existing at the date of acquisition. The measurement period shall not exceed one year from the date of purchase.

 

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Subsequent accounting for variations in the fair value of the contingent consideration, not classified as measurement period adjustments, depends on the form of classification of the contingent consideration. The contingent consideration classified as equity is not revalued on the dates of subsequent financial statements and its corresponding liquidation is accounted for in equity. The contingent consideration classified as an asset or liability is revalued on the dates of subsequent financial statements in accordance with IAS 39, or IAS 37 – Provisions, Contingent Liabilities and Contingent, as applicable, and the corresponding gain or loss is recognized in the income.

When a business merger is performed in stages, the shares previously held by the Company in the purchased company are revalued at fair value at the date of acquisition (i.e. the date on which the Company acquires the control) and the corresponding gain or loss, if any, is recognized in the income. The values of the shares in the purchased company prior to the date of acquisition, which were previously recognized in “other comprehensive income” are reclassified in the income, to the extent that such treatment is appropriate if that participation is divested.

If the initial accounting for a business combination is incomplete at the close of the period in which this combination occurred, the Company records the provisional values of the items whose accounting is incomplete. These provisional values are adjusted during the measurement period (see above), or additional assets and liabilities are recognized to reflect the new information obtained related to facts and circumstances existing at the date of acquisition which, if known, would have affected the values recognized at that date.

Business combinations that occurred up to December 31, 2008 were accounted for in accordance with CVM Instruction 247/1996. The goodwill and negative goodwill recorded on acquisitions of holdings of non-controlling shareholders after January 1, 2009, the date of initial adoption of the IFRS, are allocated entirely to the concession contract and recognized in the intangible assets.

3.17. Taxation

Expenses related to income tax and social contributions represent the sum of the current and deferred taxes. Additionally, the option of calculating taxes on the results of the Company is by the method of actual profits.

3.17.1. Current taxes

The provision for income tax (IRPJ) and social contributions (CSLL) is based on the taxable income for the year. Taxable income differs from income presented in the statement of profit and loss because it excludes taxable income or expenses deductible in other periods, in addition to deleting items that are not taxable or not deductible on a permanent basis. The provision for income tax and social contributions is calculated individually for each company based on the Company’s current rates at the end of the period.

 

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3.17.2. Deferred taxes

The deferred income tax and social contributions are recognized at the end of each reporting period, on temporary differences between the balances of assets and liabilities recognized in the financial statements and the corresponding tax bases used in the computation of taxable income, including the balance of tax losses, when applicable. The deferred tax liabilities are generally recognized for all taxable temporary differences and deferred asset taxes are recognized on all deductible temporary differences, only when it is probable that the Company will present sufficient future taxable income in relation to which these deductible temporary differences can be utilized, considering the profitability history as well.

The recovery of the balance of deferred asset taxes is reviewed at the end of each reporting period and, when it is no longer probable that future taxable income will be available to allow the recovery of all or part of asset the balance of the asset is adjusted by the amount which is expected to be recovered.

Deferred asset and liability taxes are measured by the tax rates applicable in the period in which the liability is expected to be settled or the asset is realized, based on tax rates provided for by the legislation in effect at the end of each reporting period, or when new legislation has been substantially approved. The measurement of deferred tax on liabilities and assets reflects the tax consequences that would result in the manner which the Company expects, at the end of each reporting period, to recover or liquidate the book value of these assets and liabilities.

The current and deferred taxes are recognized in the income, except when they correspond to items recorded in other comprehensive income, or directly in equity, in which case the current and deferred taxes are also recognized in other comprehensive income or directly in net equity, respectively. When the current and deferred taxes originate from the initial accounting for a business combination, the tax effect is considered in the accounting of the business combination.

3.18. Financial instruments

Assets and financial liabilities are recognized when an entity of the Company is a party to the contractual provisions of the instrument.

Assets and financial liabilities are initially measured at fair value.

Transaction costs directly attributable to the acquisition or issue of financial assets and liabilities (except for financial assets and liabilities recognized at fair value in the income) are added or deducted from the fair value of the assets or financial liabilities, if applicable, after the initial recognition. Transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through income or loss are recognized immediately in income.

 

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3.18.1. Financial assets

Financial assets are classified into the following specific categories: financial assets at fair value through income or loss, investments held to maturity, financial assets available for sale and loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined on the date of initial recognition.

 

1) Financial assets at fair value through income or loss

A financial asset is classified as held for negotiation if:

 

  (a) It is purchased primarily to be sold in the short term; or

 

  (b) On initial recognition is part of a portfolio of identified financial instruments that the Eletrobras system manages as a group and has a recent actual pattern of short-term income taking; or

 

  (c) It is a derivative that has been designated as an effective hedge instrument.

A financial asset held for negotiation, in addition, can be designated at fair value through income or loss on initial recognition if:

 

  (a) Such a designation eliminates or reduces significantly an inconsistent measurement or recognition that would otherwise would arise; or

 

  (b) The financial asset is part of a managed group of assets or financial liabilities or both, and

 

  (c) Their performance is evaluated on a fair value basis, in accordance with a documented risk management strategy or investment of the Company, and when information about the grouping is provided internally on the same basis; or

 

  (d) It is part of a contract containing one or more embedded derivatives and IAS 39 – Financial instruments: Recognition and Measurement permits the combined contract (asset or liability) to be fully assigned to fair value through income or loss.

Financial assets are classified at fair value through income or loss when they are held for negotiation with the purpose of selling in the short term or designated by fair value through income or loss.

Financial liabilities at fair value through income or loss are shown at fair value, and gains or losses are recognized in the income. Net gains and losses recognized in the income incorporate the dividends or interest earned by the financial asset, being included under other financial income and expenses in the statement of profit and loss.

 

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(a) Held to maturity investments

Investments held to maturity are non-derivative financial assets with fixed or determinable payments and fixed maturity that the Company has the positive intention and ability to hold to maturity. After initial recognition, investments held to maturity are measured at amortized cost using the effective interest method, less any impairment losses.

 

(b) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade accounts receivable and others, cash and cash equivalents, accounts receivable of Parcel A and others) are initially recorded at their purchase price, which is the fair value of the price paid, including transaction expenses. After initial recognition, they are measured at amortized cost value using the effective interest method, less any impairment losses.

The interest income is recognized by applying the effective interest rate.

 

(a) Financial assets available for sale

Financial assets available for sale are non-derivative financial assets that are designated as available for sale and not classified as:

1) Financial assets at fair value through income or loss

2) Investments held to maturity, or

3) Loans and receivables.

Changes in the book value of financial assets available for sale related to variations in exchange rates, income from interest calculated using the effective interest method and dividends on stock investments available for sale are recognized in income. Changes in the fair value of available for sale financial assets are recognized in Other comprehensive results. When the investment is disposed of impairment, the cumulative gain or loss previously recognized in the Other comprehensive income account is reclassified to income.

3.18.2. Impairment of non-financial assets

Financial assets, except those designated at fair value through the income or loss, are evaluated for indicators impairment indexes in the end of each reporting period. The impairment losses are recognized if, and only if, there is objective evidence of impairment of the financial asset as a result of one or more events that occurred after their initial recognition, with an impact on the estimated future cash flows of that asset.

 

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In the case of equity investments classified as available for sale, a significant or prolonged decline in the fair value of the title, below its cost, it is also evidence that the assets are deteriorated. If any evidence of this type exists for financial assets available for sale, the cumulative loss will be removed from equity and recognized in the consolidated statement of profit and loss. This cumulative loss is measured as the difference between the acquisition cost and the current fair value, less any impairment loss on recoverable value, over the financial asset previously recognized in the statement of profit and loss. Impairment losses recognized in the statement of profit and loss on equity instruments are not reversed through the consolidated statement of profit and loss. If, in a subsequent period, the fair value of a debt instrument classified as available for sale increases and the increase can be objectively related to an event that occurred after impairment loss has been recognized in statement of profit and loss, the impairment loss is reversed through an entry in income.

For certain categories of financial assets, such as accounts receivable, assets are evaluated collectively, even if they do not present evidence that they are recorded for the value greater than that recoverable, when evaluated on an individual basis. Objective evidence of impairment for a credit portfolio of receivables may include: the past experience of the Company in the collection of payments and the increase in the number of late payments, after the average period of receipt, as well as observable changes in national or local economic conditions related to non-payment of receivables.

For financial assets recorded at the amortized cost value, the amount of the impairment recorded corresponds to: the difference between the book value of the asset and the present value of the estimated future cash flows, discounted by the original effective interest rate of the financial asset.

For financial assets recorded at cost, the impairment amount corresponds to the difference between the book value of the asset and the present value of the estimated future cash flows, discounted by the current rate of return for a similar financial asset. That loss due to the reduction in the recoverable value will not be reversed in subsequent periods.

The book value of the financial asset is reduced directly by impairment loss for all financial assets with the exception of receivables, where the book value is reduced through the use of a provision. Subsequent recoveries of amounts previously provisioned are credited to the provision. Changes in the book value of the provision are recognized in the statement of profit and loss.

For financial assets recorded at amortized cost, if in a subsequent period the amount of the loss from the reduction in the recoverable value decreases and the decrease can be related objectively to an event occurring after the reduction in the recoverable value has been recognized, the previously recognized loss is reversed through income, since the book value of the investment at the date of this reversal does not exceed the amortized cost if the reduction in the impairment had not been recognized.

 

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3.18.3. De-recognition of financial assets

The Company desrecognize a financial asset only when the contractual rights to the cash flows from the asset expire or are transferred along with the risks and benefits of ownership. If the Company does not transfer or retain substantially all the risks and rewards of ownership of the financial asset, but continue to control the transferred asset, the Company recognizes the participation retained and its liabilities on the values that it will have to pay. If retains substantially all the risks and rewards of ownership of the financial asset transferred, the Company continues to recognize this asset, in addition to a loan guaranteed by the income received.

In the derecognition of a financial asset, the difference between the book value of the asset and the sum of the consideration received and receivable and the accrued gain or loss that has been recognized in the Other comprehensive income account and accrued in equity is recognized in statement of profit and loss.

3.18.4. Financial liabilities and equity instruments

Debt and equity instruments issued by an entity of the Eletrobras system are classified as financial liabilities or equity, in accordance with the nature of the contractual agreement and the definitions of financial liabilities and equity instruments. An equity instrument is a contract that evidences a residual interest in the assets of a company after deducting all its liabilities. Equity instruments issued by the Eletrobras system are recognized when resources are received, net of direct costs of issuance.

Financial liabilities are classified as financial liabilities at fair value through income or other financial liabilities.

The other financial liabilities, which include loans and financing, suppliers, and other accounts payable are measured at amortized cost value using the effective interest method.

The effective interest method is used for calculating the amortized cost of a financial liability and to allocate its interest expense for the period. The effective interest rate is the rate that exactly discounts the estimated future cash flows (including fees and points paid or received that constitute an integral part of the effective interest rate, transaction costs and other premiums or discounts) throughout the estimated life of the financial liability or, where appropriate, for a smaller period, for the initial recognition of the net book value.

3.18.5. De-recognition of financial liabilities

The Company reduces financial liabilities only when the Company’s obligations are extinguished and cancelled or when they expire. The difference between the book value of financial liabilities written down and the consideration paid and payable is recognized in statement of profit and loss.

 

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3.18.6. Financial guarantee contracts

A financial guarantee contract consists of contract that requires the issuer to make specified payments in order to reimburse the holder for loss incurred due to the fact the debtor specified does not make the payment on the due date, according to the initial or amended terms of the debt instrument.

Financial guarantees are initially recognized in the financial statements at fair value on the date of issuance of the guarantee. Subsequently the obligations concerning guarantees are measured by the greatest initial value less the depreciation rates recognized, and the best estimate of the value required to liquidate the guarantee.

These estimates are defined on the basis of experience with similar transactions and in the history of past losses and in the judgment of the administration of the Company. Fees received are recognized based on the straight-line method over the life of the guarantee. Any increased obligations in relation to guarantees are presented when occurring in the operating expenses (see Note 23).

3.18.7. Derivative financial instruments

The Company has derivative financial instruments to manage its exposure to interest rate and foreign exchange risks, including fixed-term exchange contracts, interest rate and currency swaps. Note 44 includes more detailed information about the derivative financial instruments.

Derivatives are initially recognized at fair value on the date of the contract, and are subsequently remeasured at fair value at the end of the financial year. Any gains or losses are recognized in income immediately, unless the derivative is designated and effective as a hedge instrument; in this case, the moment of recognition in income depends on the nature of the hedging relationship.

(See item 3.18.9)

3.18.8. Embedded derivatives

Derivatives embedded in non-derivative, principal contracts are treated as a separate derivative when their risks and characteristics are not closely related to those of the principal contracts and these are not measured at fair value through profit or loss.

3.18.9. Hedge accounting

The Company has a hedge accounting policy and and derivative financial instruments accounting designated as hedging operations, which are initially recognized at fair value on the date on which the derivative contract is taken out, being also subsequently revalued at fair value. Derivatives are presented as financial assets when the fair value of the instrument is positive, and as liabilities when the fair value is negative.

 

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At the beginning of the hedging relationship, the Company documents the relationship between hedging instrument and the hedged item, with its objectives in risk management and its strategy to assume various hedging transactions. Additionally, at the beginning of the hedge and in an ongoing manner, the Company documents if the hedge instrument used in a hedging relationship is highly effective in offsetting changes in fair value or cash flow of the hedged item attributable to the risk of the hedge.

 

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For the purpose of hedge accounting, the Company uses the following classifications:

 

(a) Hedging at the fair value

Changes at the fair value of the derivatives are designated and classified as fair value hedges are recorded in income with any changes in the fair value of the hedged items attributable to the risk covered. Changes in the fair value of the hedging instruments and the hedged item, attributable to the risk of hedging are recognized in income.

The hedge accounting is discontinued prospectively when the Company cancels the hedging relationship, the hedging instrument expires or is sold, terminated or executed, or when it is no longer classified as hedge accounting. The adjustment to fair value of the hedge item, originating from the risk of hedging, is recorded in income or loss from that date.

 

(b) Cash flow hedging

The effective portion of changes in the fair value of derivatives, which is designated and qualified as hedging of cash flow, is recognized in the other comprehensive income account. The gains or losses related to the part not effective are recognized immediately in income.

The values previously recognized in other comprehensive income account and accrued in equity are reclassified to the income in the financial year in which the item which is the subject of the hedge is recognized in statement of profit and loss.

Hedge accounting is discontinued when the Company cancels the hedging relationship, the hedging instrument expires or is sold, terminated or executed, or does not qualify any more as hedge accounting. Any gains or losses recognized in other comprehensive income and accrued in equity, as of that date, remain in equity and are recognized when the forecasted transaction is ultimately recognized in income. When nothing more is expected than the projected transaction to occur, the gains or losses accrued and deferred in equity are recognized immediately in statement of profit and loss.

The Company uses derivative financial instruments for its management of financial risks, as described in Note 44. Beginning on October 1, 2013, the Company adopted accounting procedures for hedging in conformance with the provisions of IAS 39 for the purpose of reducing the volatility in the financial statements generated by the marketing of derivative financial instruments and greater transparency of the Risk Management activities of the Company.

From the initial date, the Company has designated its hedges of interest rates as a Cash Flow Hedge, and for this reason, the effective variation of the fair value of the hedging instruments will be represented in the Other comprehensive income account. As the debt protected is recognized in the financial results, the variation of the fair value represented in Other comprehensive income of the hedge is recognized in the financial results based on the effective interest rate. Each quarter effectiveness tests are performed to assess whether the derivative instruments effectively protect and should continue to protect related debt. If during the effectiveness test there is an ineffective portion, this value is recognized immediately in the financial results.

 

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Each hedge relationship is documented so that the debt protected is identified, the derivative, the objective, the strategy of risk management, the contractual terms are designated for Hedge Accounting and the method of measurement of prospective and retrospective effectiveness is indicated.

3.19. Post-employment benefits

3.19.1. Retirement liabilities

The Company and its subsidiaries sponsor various pension plans, which are generally funded by payments to these pension funds, determined by periodic actuarial calculations. The Company has defined benefit plans and also defined and variable contribution plans. In defined contribution plans, the Company makes fixed contributions into a separate entity. Additionally, it does not have any legal obligations to make contributions, if the fund does not have sufficient assets to pay all employees the benefits relating to the services provided in the current and previous periods tied to this kind of plan. A defined benefit plan is different from a defined contribution plan, since, in these defined benefit plans, a retirement benefit amount that an employee will receive on retirement is established, usually dependent on one or more factors such as age, length of service and remuneration. In this type of plan, the Company has an obligation to honor the commitment, if the fund does not have sufficient assets to pay all employees the benefits relating to the services provided in the current and previous periods connected with this kind of plan.

The liability recognized in the Balance Sheet with respect to defined benefit plans is the present value of the defined benefit obligation on the date of the balance sheet, less the fair value of the assets of the plan. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows. Interest rates used in this discount are consistent with market securities, which are denominated in the currency in which the benefits will be paid and that have upcoming maturities of those of the respective obligation of the pension plan.

Actuarial gains and losses arising from adjustments based on experience, in changes in actuarial assumptions and the income of the assets of the plan, are debited or credited in other comprehensive income.

Service costs passed on are recognized immediately in statement of profit and loss in the period of occurrence of a change of the plan.

 

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With regard to defined contribution plans, the Company makes the payment of contributions in a mandatory, contractual or voluntary manner. The Company has no additional payment obligations once the contributions is made. The contributions are recognized as employee benefit expense when due. Contributions made in advance are recognized as an asset in the proportion in which a cash refund or a reduction in the future payments may be available.

3.19.2. Other post-employment obligations

Some companies of the Company offer post-retirement health care benefits to their employees, in addition to life insurance for active and inactive employees. The entitlement to these benefits is usually conditional upon the employee staying in the job until retirement age and the completion of a minimum time of service, or the disability of the employee in relation to being an active employee.

The expected costs of these benefits are accrued over the period of employment, employing the same accounting methodology that is used for the defined benefit pension plans. Actuarial gains and losses arising from adjustments based on experience, in changes in actuarial assumptions, are debited or credited in other comprehensive income, in the period expected for remaining service of the employees. These obligations are evaluated annually by qualified, independent actuaries.

3.19.3 Termination Benefits

Termination benefits are payable when employment is terminated by the Eletrobras system before the normal retirement date, or whenever an employee accepts voluntary termination in exchange for these benefits. The Eletrobras System recognizes termination benefits on the first of the following dates: (i) when the Eletrobras System no longer can withdraw the offer of these benefits; and (ii) when the entity recognizes the restructuring costs that are within the scope of the IAS 37 and involve the payment of termination benefits. In the case of an offer made to encourage voluntary termination, termination benefits are measured based on the number of employees who, hopefully, will accept the offer. The benefits that expire after 12 months from the balance sheet date are discounted to present value.

3.20. Provisions

Provisions are recognized for present obligations (legal orconstructive) resulting from past events, for which is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the end of each reporting period, taking into consideration the risks and uncertainties related to the timing or amount of the liability. When the provision is measured on the basis of estimated cash flows to settle the obligation, its book value corresponds to the present value of those cash flows (in which the effect of the time value of money is relevant).

 

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When some or all of the economic benefits, required to settle a provision, can be recovered from a third party, an asset is recognized if, and only if, the reimbursement is virtually certain and the value can be measured reliably.

3.20.1. Provision for assets decommissions

A provision throughout the economic useful life of thermonuclear plants is constituted. The purpose of this provision is to allocate to its period of operation the costs to be incurred in relation to its technical and operational deactivation, at the end of its useful life, estimated at 40 years.

The values are charged to income or loss for the financial year at present value based on annual rates fixed in U.S. dollars, the ratio of 1/40 of the estimated expenses, recorded immediately and converted by the exchange rate at the end of each period of validity (see Note 32).

3.20.2. Provision for legal obligations connected with legal proceedings.

Provisions for legal contingencies are recognized when it is considered more likely than not the Company’s defence will be unsuccessful and the amount to settle the obligation and be reliably esitimated.

3.20.3. Onerous Contracts

Present obligations resulting from contracts for valuable consideration are recognized and measured as provisions. A contract for valuable consideration exists when the unavoidable costs to satisfy the obligations of the contract exceed the economic benefits expected to be received throughout the same contract.

3.21. Advance for future capital increase

Advances of resources received from the controlling shareholder and for capital contribution shall be granted in an irrevocable character. They are classified as noncurrent liabilities and initially recognized at fair value and subsequently updated by the contractually established index.

3.22. Share capital

Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction of the value entered, net of taxes.

 

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When the Company purchases its own shares (treasury shares), the amount paid, including any directly attributable incremental costs (net of income taxes), is deducted from the shareholders’ equity of the Company until the shares are cancelled or reissued. When these shares are subsequently reissued, any value received, net of any additional costs of the transaction, directly attributable and the respective effects of the income tax and social contribution, is included in shareholders’ equity of the Company.

3.23. Interest on shareholders’ equity and dividends

Interest on shareholders’ equity is imputed to dividends for the year being calculated taking as a limit a percentage on the equity, using the Long-Term Interest Rate – TJLP established by the Brazilian Government, as required by law, limited to 50% of net income for the year or 50% of the income reserves, before including the income from the period, whichever is greater.

The value of dividends above the mandatory minimum established by Law or another legal instrument, not yet approved in the General Assembly, are presented in Shareholders’ Equity, in a specific account called additional proposed dividends.

3.24. Revenue recognition

Income is measured at the fair value of the consideration received or receivable, deducting any estimates of returns and other similar deductions.

3.24.1. Sale of energy and services

a) Generation and Distribution

Distribution and generation income are classified as: i) Supply (sale) of Electrical Power to distributors; ii) Electrical power supply to the consumer, and; iii) Electrical Power in the Short-Term market. Income is measured at the fair value of the consideration received or receivable, net of taxes and of any discounts incident on it. Income from energy sales and services is recognized when it is probable that the economic benefits associated with the transactions will flow to the Company; the value of the income can be measured reliably; the risks and benefits related to the sale were transferred to the buyer; the costs incurred or to be incurred related to the transaction can be measured reliably; and the Company no longer holds control and responsibility over the energy sold. Construction income connected with the segment of electric power distribution and part of generation covered in the scope of the IFRIC 12 are also included.

For generating concessions renewed under Law No. 12,783/2013, there was a change of the price system for tariffs, with periodic tariff review in the same manner already applied to the transmission activity up to then. The rate is calculated on the basis of operation and maintenance costs, plus the rate of 10%, with the income being recognized for coverage of operation and maintenance expenses on the basis of the cost incurred.

 

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b) Transmission

1) Financial income arising from the remuneration of the financial asset, until the end of the concession period, earned in a prorated manner takes into consideration the average rate of return on investments.

2) Income for coverage of operation and maintenance expenses on the basis of the cost incurred.

3) Income from infrastructure development is recognized in the results in relation to the stage of completion of the work, in accordance with the stipulations in IAS 11 technical pronouncement and measured based on fair values. Infrastructure development costs are recognized as they are incurred. The margin of construction adopted is established as being equal to zero, considering that:

 

  (i) The Company activity is the transmission of electricity;

 

  (ii) The entire income of construction is related to the construction of infrastructure for its activity, i.e., the transmission of electricity.

 

  (iii) The Company outsources the infrastructure construction with unrelated parties.

3.24.2. Income from dividends and interest

Income from dividends from investments is recognized when the shareholder’s right to receive this dividend is established and provided that it is probable that the future economic benefits will flow to the Company and the value of the income can be measured reliably.

Income from a financial asset with interest is recognized when it is probable that the future economic benefits will flow to the Company and the value of the income can be measured reliably. The interest income is recognized by the straight-line method, based on time and at the effective interest rate on the amount of the outstanding principal. The effective interest rate is the one that discounts exactly the estimated future cash receipts during the estimated life of the financial asset in relation to the initial net book value of this asset.

 

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3.25. Leasing

Commercial Leasing Operations are capitalized in fixed assets that the Company holds rights over tangible assets intended for the maintenance of its activities, arising from financial commercial leasing that transfer to the lessee the benefits, risks and control of assets. At the beginning of the financial lease, these assets are capitalized at the lower value between the fair value of the leased and the present value of the minimum lease payments.

The financial leases are accounted for as if they were a financed purchase, recognizing, at the time of purchase, a fixed asset and a financing liability (lease). Each installment paid of the lease is allocated partly to liabilities and partly to financial charges, so that in this manner a constant rate on the open debt balance is obtained. The corresponding obligations, net of finance charges, are included in other long-term liabilities.

Interest and other financial expenses are recognized in the statement of profit and loss during the lease period, in order to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The fixed asset acquired through financial leasing (a) is classified as Non-Current Assets being amortized over its useful life (Note 23.3).

3.26. Government grants

Government grants are not recognized until there is reasonable assurance that the Company will meet the related conditions and that the grants will be received. Government grants are recognized systematically in the results during the periods in which the Company recognizes as expenses the related costs that the subsidy intends to compensate. Government grants receivable as compensation for expenses already incurred, with the purpose of offering immediate financial support to the Company, without corresponding future costs, are recognized in results of the period in which they are received and allocated to the income reserve and are not intended for the distribution of dividends.

3.27. Scheduled downtimes

Costs incurred prior to and during the shutdowns of power plants and transmission lines are charged to statement of profit and loss in which they are incurred.

 

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3.28. Earnings (Loss) per share

Basic earnings (loss) per share is calculated by dividing the income (loss) attributable to shareholders of the Company by the weighted average number of outstanding shares (total shares less the treasury shares). Diluted earnings (loss) per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all diluted potential shares.

3.29. Operating Segments, Geographic and Other Information

Operating segments are defined as components of an entity that: a) engages in business activities from which it may earn revenues and incur in expenses, b) whose operating results are regularly reviewed by the entity’s chief operating decision maker-CODM to make decisions about resources to be allocated to the segments and asses its performance, and c) for which discrete financial information is available. The Company’s chief operating decision maker is the Board of Directors. The Company has determined that is has the following operating segments:

 

  (I) Generation, whose activities consist of the generation of electricity and its sale to electricity distribution companies and free customers, and trading activities;

 

  (II) Transmission, whose activities consist of transmission of electricity on behalf of electricity concessionaires;

 

  (III) Distribution, whose activities consist of transmission of electricity on behalf of electricity concessionaires; and

 

  (IV) Management, whose activities comprises the items that cannot be attributed to the other segments, particularly those linked to the corporate financial management, compulsory loans, equity investments and other expenses;

 

  (V) Eliminations, whose activities represents intercompany transactions eliminated for consolidation purposes.

Transactions between these operating segments are determined on a carried out at prices and conditions that are defined by the parties, that take into consideration the terms that could be applied in the market with unrelated parties.

The segment information presented herein related to the year ended December 31, 2014 contemplates the adjusting subsequent events identified by the Company related to investigation findings, compulsory loan and ICMS (value added tax) – Fuel accounting comsuption.

Segment net profit (loss) for the period, as included in the internal management reports reviewed by the Company’s CODM, is used to measure segment performance. Segment net profit (loss) for the period is determined using the same accounting policies to determined consolidated net profit and loss for the year.

 

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Segment assets as included in the internal management reports reviewed by the Company’s CODM consists of fixed assets and intangible assets. Segment assets is determined using the same accounting policies used to determine consolidated fixed assets and consolidated intangible assets.

Segment liabilities information is not provided to the CODM and, therefore, have not been disclosed.

Substantially all of the Company’s revenue are from external customers located in Brazil and all of the Company’s non-current assets are physically substantially located in Brazil. Consequently, there is no further geographic revenue and non-current assets disclosure necessary.

Information about revenues by products and services from external customers is included in Note 38 and Note 45.

There are no revenues derived from a single customer that represents 10 percent or more of the Company’s consolidated revenue for the years ended December 31, 2015, 2014 and 2013.

NOTE 4 – ACCOUNTING ESTIMATES AND JUDGEMENTS

In applying the accounting policies, the Company Management must make judgments and prepare estimates regarding the book values of income, expenses, assets and liabilities, as well as the disclosures in the explanatory notes, on the base date of the consolidated financial statements, which are not easily obtained from other sources. The estimates and the respective assumptions are based on historical experience and other factors considered relevant. The estimates and underlying assumptions are revised on an ongoing basis. The effects of revisions made to accounting estimates are recognized in the period in which the estimates are revised, if the revision affects only that period, or also in later periods if the revision affects both the current period and future periods.

Although these estimates and assumptions are permanently monitored and reviewed by the Company Administration and its subsidiaries, the materialization in relation to the book value of income, expenses, assets and liabilities is inherently uncertain, due to its being based on judgment. Consequently, the Company may suffer effects arising out of the inaccuracy of these estimates and judgments that are substantial in future periods, that could have material adverse effects on the consolidated financial status, the result of activities and/or the cash flows.

Below, the main assumptions of the accounting estimates evaluated are presented as the most critical by the Administration of the Company and its subsidiaries, with respect to the future and other principal sources of uncertainty used which can lead to significant adjustments in financial values of assets and liabilities in the coming periods:

 

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I. Deferred tax assets and liabilities

Estimates of taxable income, the basis for the analysis of realization of net deferred tax assets, are based on the annual budgets and on the strategic plan, both reviewed periodically, as well as the profitability history. However, the future taxable income may be greater or less than the estimates considered by the Administration at the time of the definition of the need to record or not the amount of the deferred tax asset (see note 11).

 

II. Impairment of long-term assets

The Administration of the Company has considered assumptions and technical data in determining long-term asset recovery, to check if the fixed asset is not recorded in value that is higher than the recoverable value in the future, impairment should be recognized. In this practice assumptions are applied, based on historical experience in asset management, together with the assets or cash-generating unit, and valuation practices usually used in the market. These assumptions may possible not be verified in the future, in particular in relation to the estimated economic useful life. Currently, the useful life adopted by the Company is in accordance with certain practices determined by the ANEEL, applicable on assets connected with the granting of the public electric power service, which may vary as a result of the periodic analysis of the economic useful life of assets, in effect. Additionally, the useful life is limited to the period of the concession only for operations within the scope of the IFRIC 12.

Also they impact on determining the variables and assumptions used by the Administration of the Company and its subsidiaries in the determination of future discounted cash flows, for the purposes of recognition of the recoverable value of long-term assets, with various inherently uncertain events. Among these events are: the maintenance of electric power consumption levels; growth rate of economic activity in the country; and availability of water resources; beyond those inherent to the purpose of the periods of public electric power service concessions, in particular with regard to the value of their reversal at the end of the concession period. In this point, the assumption was adopted that the compensation is contractually provided, where applicable, through the new replacement value (VNR), for generation and transmission. These are the expected values of compensation at the end of the period of the electric power generation and, transmission concessions (see accounting practice in Note 3.11 and movement of supplies made in the period in Note 20). The most relevant was the discount rate used on cash flows, with the definition of a specific percentage for the generation segment, 7.00%. The rate used for Angra 3 considered specific characteristics of the nuclear segment, as well as assumptions related to financing, capital structure specific to the project and leveraged beta calculated upon assumptions used by ANEEL. The percentage used was 5.47%.

 

III. Basis of determination of indemnification by the Federal Government on concessions

Law No. 12,783/2013, enacted on January 11, 2013, defined the new replacement value (VNR) as the indemnification for determining compensation by the power grantor in relation to public service concessions. The Company adopted, for the concessions still not extended, the assumption that the assets are reversible at the end of the concession contract. Following this assumption, for the concessions already extended, the values receivable from grantor, related to the Basic Grid of the Existing System – RBSE to investments made after the basic project of power plants and transmission lines (modernization and improvements) and thermal generation assets. These values are subject to approval by the ANEEL as disclosed in Note 2.1. The Company adopted the new replacement value (VNR), as a basis of measuring the value to be indemnified by the Concession Grantor, of the portion of generation and transmission assets not fully depreciated at the end of the concession. For distribution assets the Regulatory Basis of Remuneration – BRR was defined for this measurement.

 

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IV. Useful life of fixed assets

The Administration of the Company uses the criteria defined in ANEEL resolution 367, of June 2, 2009, in determining the estimated useful life of fixed assets, limited to the period of concession for the operations that are under the scope of IFRIC 12, in order to understand that they present fairly the useful life (see Note 17).

 

V. Provision for assets decommission

The Company recognizes a provision for decommissioning liabilities in relation to deactivation of assets related to its thermonuclear plants. To determine the value of the provision, assumptions and estimates are made in relation to discount rates, the estimated cost for decommissioning liabilities and removal of the entire local power plant and at the time expected in relation to the referred costs (see Note 32). The cost estimate is based on the legal and environmental requirements for the decommissioning liabilities and removal of the entire plant as well as the prices of products and services to be used at the end of its useful life.

 

VI. Actuarial obligations

The actuarial obligations recorded are determined by actuarial calculations prepared by independent actuaries based on life expectancy of the participant (Table AT-2000), average age of retirement and inflation. However, the future actual results of benefits may be different from those existing and recorded in the accounting (see Note 30).

 

VII. Provision for labor, tax and civil matters

Provisions for labor, tax and civil matters, when applicable, are made when there is a present obligation (legal or constructive) as a result of a past event, it is probable (more likely than not) there will be an outflow of resources that embodies economic benefits to settle the obligation, and a reliable estimate of the amount to settle the obligation can be made. This assessment is made using the judgment of management, including advice from its legal counsel, considering case law, decisions in the courts, the history of any agreements and decisions, the experience of management and legal counsel, as well as other relevant aspects (See Note 31).

 

VIII. Allowance for doubtful accounts – ADA

The Company records a provision concerning accounts receivable and loans granted that the Management believes there is uncertainty in relation to receipt. The ADA for clients is created based on amounts receivable from the residential consumer class and overdue for more than 90 days, from the commercial class and overdue more than 180 days, and from the industrial, rural, government, public illumination and public service classes overdue for more than 360 days. It also considers an individual analysis of securities receivable and each consumer’s balance, based on the Management’s experience regarding effective losses in the stock of real guarantees.

 

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The ADA on loans granted is created based on amounts receivable and overdue. This ADA is reversed whenever a debt is settled or renegotiated.

 

IX. Evaluation of financial instruments

As described in Note 44, the Administration of the Company uses valuation techniques that include information that are not based on observable market data to estimate the fair value of certain types of financial instruments. Note 44 presents information about the main assumptions used in determining the fair value of financial instruments, as well as the analysis of the sensitivity of these assumptions. The Administration of the Company and its subsidiaries believes that the selected evaluation techniques and assumptions used are suitable to determine the fair value of the financial instruments.

 

X. Onerous Contracts

The Company and the subsidiaries use assumptions related to economic costs and benefits of each contract for the determination of the existence or not of an onerous contract. In the case of long-term commitments such as purchase and sale of energy, one of the critical estimates in determining the amount of provision for the future sale of the contract is the Price of Settlement of Differences (PLD) the historical average approved by the Administration of the Company as a basis for the calculation of the provision of the onerous contract, exclusively for accounting purposes, as well as the discount rate used for the cash flows. The actual values of the PLD and/or of elements considered within the discount rate over the years can be higher or lower than the assumptions used by the Company. Additionally, the Company may have onerous contracts in concessions where the current expected cost for operation and maintenance is not fully covered by revenues (see Note 34).

 

XI. Risks related to compliance with laws and regulations

In 2009, the Brazilian federal authorities initially focused the Lava Jato investigation at criminal organizations engaged in money laundering. The Lava Jato operation involves numerous investigations into several criminal practices focusing on crimes committed by individuals and organizations in Brazil. Since 2014, the Brazilian Federal Prosecutor’s started focusing part of the investigation on irregularities involving state owned companies’ contractors and suppliers and uncovered a broad payment scheme that involved a range of participants.

Although no criminal charges have been brought against the Company as part of Lava Jato operation, the Brazilian Federal Prosecutor’s Office has been investigating irregularities involving certain Company’s employees, contractors and suppliers, as well as certain contractors and suppliers of special purpose entities (“SPEs”) in which Eletrobras holds minority interests, involved in the construction of power generation plants.

As a response to allegations of potential illegal activities in 2015 relating to companies that provide services to the Company’s subsidiary, Eletrobras Termonuclear S.A. – Eletronuclear (“Eletronuclear”) (specifically, “NTU Angra 3” nuclear power plant), and to certain Company’s SPEs, Eletrobras’ Board of Directors engaged the law firm Hogan Lovells US LLP to undertake an independent internal investigation for the purpose of assessing the eventual existence of irregularities, including violations of the U.S. Foreign Corruption Practice Act (FCPA), the Brazilian Anticorruption Law and the Eletrobras’ code of ethics (the “Independent Investigation”).

 

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The Independent Investigation is subject to oversight by a commission that was created by the Board of Directors of Eletrobras on July 31, 2015. This commission is composed of Ms. Ellen Gracie Northfleet, a retired Federal Supreme Court judge, Mr. Durval José Soledade Santos, former director of the Comissão de Valores Mobiliários (Brazilian Securities Exchange Commission), and Mr. Manoel Jeremias Leite Caldas, representative of minority shareholders (the “Independent Commission”).

The Company, Hogan Lovells and the Independent Commission have been closely monitoring the official investigations and cooperating with Brazilian and United States authorities, including Federal Courts (Justiça Federal); Federal Prosecutors’ Office (Ministério Público Federal or “MPF); Brazilian Securities Commission (Comissão de Valores Mobiliários or “CVM”); Council for Economic Defense (Conselho Administrativo de Defesa Economica or “CADE”), United States Department of Justice (“DOJ”), United States Securities & Exchange Commission (“SEC”), among others, and have responded to requests for information and documents from these authorities.

On April 29, 2015, the Federal Police commenced the “Radioactivity Operation” phase of Operation “Lava Jato”, which resulted in the imprisonment of a former officer of our subsidiary Eletrobras Termonuclear S.A – Eletronuclear. This former officer was sentenced to 43 years in prison, by the judge of the 7th Federal Criminal Court, for passive bribery, money laundering, obstruction of justice, tax evasion and participation in a criminal organization. On July 6, 2016, the Federal Police commenced “Operation Pripyat”, in which the Federal Police served arrest warrants issued by the judge of the 7th Federal Court of the District of Rio de Janeiro against former officers and suspended officers of Eletronuclear as well against other parties. Eletrobras cooperated and participated with the prosecution against the defendants in these criminal proceedings. Eletrobras intends, in the future, to pursue civil remedies against these defendants.

Since the start of the investigation, the Company replaced its entire Board of Directors, hired a new CEO and a Compliance Officer, and created an independent Compliance Department to help coordinate compliance across subsidiaries. The Compliance Officer and her team direct the work and liaise on a weekly basis with compliance managers at each subsidiary.

In addition, the Company reviewed certain contracts where the investigations identified potential irregularities and, when applicable, suspended such contracts. Eletrobras took administrative measures in relation to employees and officers involved in the situations identified by the investigation, including the suspension and termination of the employment agreement

The Independent Investigation team has completed the investigation designed to identify misstatements to the Company’s consolidated financial statements. The Independent Investigation team is still in the process of performing some procedures, focusing on internal compliance matters. Accordingly to the best of Company’s current knowledge, these procedures are not expected to provide any additional relevant information that would materially impact the Company’s consolidated financial statements in future periods.

 

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Notwithstanding, the investigations under Lava Jato are also still ongoing and the Federal Prosecutors Office may take a considerable amount of time to conclude its procedures. Therefore, new relevant information may be disclosed in the future, which could cause Eletrobras to recognize additional adjustments in its consolidated financial statements.

 

a) Summary of the conclusions of the Independent Investigation

The final reports from the Independent Investigation include certain findings with their related qualitative and estimated quantitative financial statements impacts (disclosures and/or accounting) in some but not all of the power generation projects included in the scope of the investigation. The Independent Investigation reports determined overpricing related to bribery and bid-rigging (a form of fraud in which a commercial contract is promised to one party even though for the sake of appearance several other parties also present a bid. This practice is illegal in most countries.) activities deemed to be of an illicit nature, in some contracts, since 2008, with certain contractors and suppliers of the affected projects. The range of bribery estimated impacts is from 1% to 6% of the contract price and certain other fixed amounts, and the bid-rigging estimated impacts is 10% of payments related to one specific contract (R$ 16 million). The impacts of the Independent Investigation on the financial statements are presented below under item “Impacts on the Consolidated Financial Statements”.

The Independent Investigation includes findings related to bid-rigging and bribes that would have been paid by certain contractors and suppliers hired by subsidiaries of the Company, as well as certain contractors and suppliers of some of SPEs not controlled by the Company.

The Independent Investigation includes findings related to bribes that would have been received by certain former personnel or personnel of subsidiaries or SPEs not controlled by the Company.

The Independent Investigation discovered bribes used to fund improper payments to political parties, elected officials or other public officials, individual contractor personnel, former personnel of subsidiaries or SPEs of Eletrobras and other individuals involved in bid-rigging. Most of alleged improper payments were made by the contractors and suppliers and by intermediaries acting on behalf of those contractors and suppliers.

In addition, the final reports from the Independent Investigation include separate findings related to possible overpricing on some of the power generation projects included on its scope of investigation. As the Independent Investigation did not conclude that such possible overpricing was caused by unlawful activity, the Company’s management does not believe that this possible overpricing would impact its consolidated financial statements.

 

b) Impacts on the consolidated financial statements

In order to determine the adjustments or disclosures in the Company’s consolidated financial statements as a result of the investigation, management took into consideration the conclusions reached and findings reported in each one of the final investigation reports which were approved by the Independent Commission, the Board of Directors, the Audit Committee (Fiscal Council) and the Board of Executive Officer, those in charge of the Company’s governance.

 

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The Company concluded that, under International Accounting Standard IAS 16 – Property, Plant and Equipment, the amounts attributable to overpricing due to bribes and/or to bid-rigging activities deemed to be of an illicit nature, should not have been capitalized as part of the cost of its property, plant and equipment – PP&E or in the PP&E of its SPEs not controlled by the Company. Those amounts that had been capitalized as part of the contract price are not a cost attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

However, the Company is unable to determine each of the periods prior to 2014 in which the adjustments should be recorded in its consolidated financial statements because of the following:

 

  - The information made available to the Company by the Independent Investigation or otherwise available to the Company identifies the contractors and suppliers involved in the overpricing scheme and a range period of time it was in effect and indicates certain affected contracts, but does not specify individual contractual payments that include overcharges or the reporting periods in which overpayments may have occurred (the investigation reports and findings determined that there was no reasonable basis to establish or estimate the specific periods and the amounts of overpricing that occurred);

 

  - As most of these alleged overpayments were made by outside contractors and suppliers, we cannot identify the exact amounts and periods that the Company may have overpaid. The information to determine the amount by which the Company was potentially overcharged by these contractors and suppliers is not contained within the Company’s accounting records or internal control systems. Also, the information used in this investigation is limited to the Company’s internal information, and that of its subsidiaries and SPEs not controlled by the Company, did not provide sufficient information to determine the amounts of such overpayments prior to 2014 and a period by period basis;

 

  - Because the alleged overpayments are of an illicit nature, even though the depositions available to the investigation team revealed certain information that allowed the total estimate to be made, they did not provide sufficient information to determine the periods prior to 2014 when the overpayments have occurred, and specific records of these activities are not expected to be available; and

 

  - The investigation underway by the Brazilian authorities is focused on determining the involvement of the people under investigation with illegal acts, and not on obtaining quantitative information on each one of the prior periods. In addition, Brazilian legislation does not allow unrestricted access to internal records and documents of suppliers in civil lawsuits and, therefore, we do not expect to have information with respect to prior periods.

As previously discussed, there is not sufficient information to allow the Company to determine the specific period during which the Company made specific overpayments, thus the Company understands that, after exhausting all reasonable efforts, it is impracticable to determine the period-specific effects prior to 2014 of the overpayments on its consolidated financial statement, accordingly, the adjustment for the overpayments incorrectly capitalized was recognized in the 2014. The Company believes this approach is the most appropriate pursuant to the requirements of IFRS for the correction of an error.

In addition, the Company has evaluated the materiality of the impact of the payment scheme on prior periods presented in its financial statements for comparative purposes considering the allocation of the payments since 2008 in order to estimate the allocation on a pro rata basis out of each of the actual contract payments and capitalized correspondingly. The allocation exercise indicated adjustment of the overpayment that was improperly capitalized would not have been material to any of the prior periods presented for comparative purposes.

The Company also has not recovered and cannot estimate any recoverable amounts potentially overpaid at this time. Any amounts ultimately recovered would be recorded as income when received or when their realization becomes virtually certain.

 

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Consequently, as permitted under IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, the Company charged to expense in its 2014 consolidated financial statements the cumulative estimated amounts of illegal payments made for all periods prior to 2015.

For the amounts of illegal payments identified by the Company, which relate to contracts/amendments entered after December 31, 2014, they were charged to expense in the Company’s 2015 financial statements.

The Company did not identify any amounts after December 31, 2015 that may have been affected by the overpricing scheme.

Therefore, in 2014, the Company expensed the total of R$ 195.1 million of capitalized costs representing estimated amounts that Eletrobras subsidiaries overpaid for the acquisition of property, plant and equipment since 2008, and, as a result, an amount of R$ 132.4 million related to impairment losses recorded in 2014 by these Eletrobras subsidiaries have been reversed. Likewise, the Company recognized a loss of R$ 91.5 million in its results from equity method investments related to certain equity investees (SPEs not controlled by the Company). The amounts included both the findings from the final reports of the Hogan Lovells independent investigation and the corresponding borrowing costs and other charges capitalized.

Additionally, based on the final reports of the Independent Investigation relating to financial and accounting matters, the Company expensed in 2015 R$ 16.0 million related to contracts/amendments entered after December 31, 2014, and, as a result, an amount of R$ 11.5 million related to impairment losses previously recorded by these Eletrobras subsidiaries have been reversed.

The summary of these cumulative adjustments to the 2015 and 2014 consolidated balance sheets and consolidated statement of profit or loss are as follows:

 

Investigation findings

     Dec 2015         Dec 2014   

Angra 3

     (11,514      (129,799

Mauá 3

     (4,482      (62,684

Simplício

     —           (2,644
  

 

 

    

 

 

 
     (15,996      (195,127
  

 

 

    

 

 

 

 

Balance sheets

     Dec 2015         Dec 2014   

Fixed Assets

     

Cost

     (15,996      (195,127

Impairment Provision

     11,514         132,443   

Equity method investments

     —           (91,464
  

 

 

    

 

 

 
     (4,482      (154,147
  

 

 

    

 

 

 

Statments of profit and loss

     Dec 2015         Dec 2014   

Investigations findings

     (15,996      (195,127

Impairment charges (Operating provisions)

     11,514         132,443   

Results of equity method investments

     —           (91,464
  

 

 

    

 

 

 
     (4,482      (154,147
  

 

 

    

 

 

 

Under Brazilian income tax legislation, amounts related to illegal acts are not recoverable, therefore the adjustments do not have any income tax impact. Also, as the findings from the Independent Investigation relate to assets under construction, there was no depreciation expense impact.

 

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As mentioned in “Summary of the conclusions of the Independent Investigation” above, the Company did not recognize on its financial statements any effects of potential overpricing other than the estimates related to briberies and bid-rigging activities deemed to be of an illicit nature, as the Independent Investigation did not conclude that such potential overpricing is linked to any illicit activity.

The Company has not recovered and cannot estimate the recoverable amounts potentially overpaid at this time. Once and if any amounts attributable to bribery, bid-rigging or any other type of overpricing become recoverable, virtually certain to be received or are in effect received, then they will be recognized in our financial statements.

The Company has taken reasonable steps to investigate the allegations relating to Lava Jato, and it will pursue relevant civil and criminal remedies.

 

c) Legal proceeding involving the Company

On July 22, 2015 and August 15, 2015, two putative securities class action complaints were filed against the Company and certain of the Company’s employees in the United States District Court for the Southern District of New York (SDNY). On October 2, 2015, these actions were consolidated and the Court appointed lead plaintiffs, Dominique Lavoie and the City of Providence. The plaintiffs filed a consolidated amended complaint on December 8, 2015 purportedly on behalf of investors who purchased the Company’ U.S. exchange-traded securities from August 17, 2010 to June 24, 2015, and filed a second amended complaint on February 26, 2016. The plaintiffs have not specified an amount of damages they are seeking, such amount, when specified, could be material to the Company.

The second amended complaint alleges, among other things, that the Company and the individual defendants knew or should have known about alleged fraud committed against the Company by a cartel of construction firms, as well as bribes and kickbacks allegedly solicited and received by the Company employees; that the Company and the individual defendants made material misstatements and omissions regarding the alleged fraud; and that the Company stock price declined when the alleged fraud was disclosed.

The plaintiffs have not specified an amount of damages they are seeking, although such amount, when specified, could be material to the Company. On April 15, 2016, the Company filed a motion to dismiss the second amended complaint, which was fully briefed and then submitted to the Court on June 17, 2016. The motion remains under consideration by the Court; oral argument has been requested but not yet scheduled. The Company intend to defend vigorously against the allegations made in the action.

Management of the Company believes the filings of the complaints do not create a present obligation of the Company under IAS 37. Because the litigation is still in its early stages, the discovery process has not yet begun, and the outcome of the litigation is subject to considerable uncertainty, it is not possible at this stage for management of the Company to reliably estimate the potential loss or range of losses, if any, that may result from the ultimate resolution of these legal proceedings. Therefore, no provision has been recognized in the Company’s consolidated financial statements. The ultimate outcome of these legal proceedings could have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows in the future.

 

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NOTE 5 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

     12/31/2015      12/31/2014  

I - Cash and cash equivalents:

     

Cash and Banks

     656,505         251,031   

Short term securities

     737,468         1,156,047   
  

 

 

    

 

 

 
     1,393,973         1,407,078   

II - Restricted cash:

     

Resources of the CCC

     346,874         355,095   

Commercialization - Itaipu

     47,082         729,560   

Commercialization - PROINFA

     232,785         585,201   

RGR Funds

     20,692         73,669   
  

 

 

    

 

 

 
     647,433         1,743,525   
  

 

 

    

 

 

 
     2,041,406         3,150,603   
  

 

 

    

 

 

 

The financial resources are maintained in the Banco do Brasil S.A., in accordance with the specific legislation for Mixed-Capital Companies under the control of the Federal Government, issued in Decree Law No. 1,290 of December 3, 1973, with amendments arising from Resolution 4,034, of November 30, 2001, the Central Bank of Brazil, which established new mechanisms for the applications of the companies that are members of the Indirect Federal Administration.

Financial applications for immediate liquidity are found in financial-extra-market investment funds, which have as a goal profitability in relation to the average referential rate of the Special System of Liquidation and Custody - SELIC, for the acronym in Portuguese.

Restricted cash - Are the resources collected by the respective funds that are used exclusively to meet their own regulatory provisions, and are not available to the Company.

 

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NOTE 6 – MARKETABLE SECURITIES

By means of Resolution No. 3.284, of May 25, 2005 by the Central Bank of Brazil, it was established that the applications arising from resources of public enterprises and mixed-capital companies, that are members of the Indirect Federal Administration, can only be made in the off-market sector investment funds managed by Caixa Economica Federal and Banco do Brasil S.A., after the Company and its subsidiaries apply their resources in off-market Funds backed by public securities with substantially long-term maturity, which include both the enterprise investment program in the short term and the maintenance of the Company’s operating cash.

In relation to shares, the adjustment is made to present value. Investment certificates resulting from tax incentives of the Fundo de Investimento do Nordeste - FINOR and the Fundo de Investimentos da Amazônia - FINAM, for the acronym in Portuguese, are adjusted by provisions for losses on their realization and therefore are liquid.

The details of the securities are as follows:

 

     CURRENT                

Securities

   Custodian Financing
Agent
     Expiration      Index      12/31/2015      12/31/2014  

LFT

     Banco do Brasil         After 90 days         SELIC         195,368         310,652   

LTN

     Banco do Brasil         After 90 days         Pre-fixed         4,691,729         1,879,832   

LTN

     CEF         After 90 days         Pre-fixed         214,210         13,315   

NTN- B

     Banco do Brasil         After 90 days         IPCA         467,735         182,029   

NTN- F

     Banco do Brasil         After 90 days         Pre-fixed         191,693         51,008   

Committed Options

     Banco do Brasil                         —           1,160,926   

Committed Options

     CEF                         1,082,039         132,583   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL CURRENT

              6,842,774         3,730,345   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     NON-CURRENT                

Securities

   Custodian Financing
Agent
     Expiration      Index      12/31/2015      12/31/2014  

NTN- B

     Banco do Brasil         After 90 days         IPCA         405         352   

FINOR/FINAM

                             916         1,240   

BENEFICIARY SHARES

                             190,847         203,425   

OTHERS

                             2,822         19,717   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL NON-CURRENT

              194,990         224,734   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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6.1. BENEFICIARY SHARES - Securities acquired as a result of the restructuring of the Company’s investment in the subsidiary INVESTCO S.A.. These assets guarantee annual income equivalent to 10% of the income of the companies mentioned below, paid together with dividends, and will be redeemed at maturity scheduled for October 2032, through their conversion into preferred shares of the capital stock of these companies, as shown below:

 

     12/31/2015      12/31/2014  

Lajeado Energia

     451,375         451,375   

Paulista Lajeado

     49,975         49,975   

Ceb Lajeado

     151,225         151,225   
  

 

 

    

 

 

 

Face value

     652,575         652,575   
  

 

 

    

 

 

 

Adjustment to present value

     (461,728      (449,150
  

 

 

    

 

 

 

Present value

     190,847         203,425   
  

 

 

    

 

 

 

 

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NOTE 7 – ACCOUNTS RECEIVABLES

 

     12/31/2015     12/31/2014  
     Coming due     Due after 90 days     + 90 days     Renegotiated
credits (b)
    Total     Total  

CURRENT

            

AES ELETROPAULO

     18,072        —          —          —          18,072        54,004   

AES SUL

     24,294        —          —          —          24,294        35,904   

AMPLA

     26,661        —          —          —          26,661        28,902   

CEA

     9,271        9,782        —          225,514        244,567        202,735   

CEB

     5,366        454        —          —          5,820        10,370   

CEEE

     29,908        —          —          —          29,908        42,767   

CELESC

     44,085        —          —          —          44,085        41,932   

CELPA

     39,191        —          8,210        18,891        66,292        69,552   

CELPE

     22,508        —          60        —          22,568        26,046   

CEMAR

     23,803        —          —          —          23,803        24,630   

CEMIG

     37,797        —          —          —          37,797        50,591   

CESP

     6,428        —          —          —          6,428        2,882   

COELBA

     36,008        —          59        —          36,067        32,813   

COELCE

     30,935        —          —          —          30,935        31,450   

COPEL

     67,248        —          —          —          67,248        107,239   

CPFL

     14,082        —          165        —          14,247        42,427   

EBE

     7,968        —          —          —          7,968        9,035   

ELEKTRO

     42,180        —          —          —          42,180        56,250   

ENERGISA

     24,451        4,495        58,552        —          87,498        17,832   

ENERSUL

     14,767        —          1,601        —          16,368        18,493   

ESCELSA

     17,457        —          60        —          17,517        22,231   

LIGHT

     55,856        —          122        —          55,978        56,731   

PIRATININGA

     3,215        —          54        —          3,269        6,244   

RGE

     27,095        —          1        —          27,096        15,925   

Debt Rollover

     —          —          —          22,840        22,840        22,076   

CCEE Trade

     126,415        292,605        20,458        —          439,478        60,366   

Use of Electric Grid

     211,521        3,648        36,172        —          251,341        412,377   

PROINFA (a)

     379,214        —          —          —          379,214        399,132   

Household consumer

     266,504        313,916        120,646        113,311        814,377        843,953   

Industrial consumer

     317,729        43,641        183,214        94,062        638,646        608,273   

Rural consumer

     27,495        22,520        16,587        38,022        104,625        185,909   

Commerce, services, and other activities

     196,370        82,103        60,768        75,289        414,529        371,712   

Public entities

     118,925        78,999        236,844        60,918        495,686        794,810   

Others

     712,777        31,030        124,478        41,258        909,544        879,372   

(–) PCLD (Doubtful Accounts) (c)

     (24,417     (137,127     (1,013,837     (114,064     (1,289,445     (1,157,749
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     2,961,180        746,067        (145,787     576,041        4,137,501        4,427,216   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

NON-CURRENT

            

CEB

     —          —          14,111        —          14,111        —     

CELPA

     —          —          —          19,317        19,317        35,911   

CCEE Trade

     —          —          293,560        —          293,560        293,560   

Use of Electric Grid

     —          —          6,276        —          6,276        6,276   

PROINFA (a)

     —          —          125,383        —          125,383        174,324   

Debt Rollover

     —          —          —          489,556        489,556        930,380   

Public entities

     —          —          —          290,965        290,965        426,847   

Household consumer

     —          —          —          50,220        50,220        44,331   

Industrial consumer

     —          —          —          49,584        49,584        41,400   

Rural consumer

     —          —          —          65,673        65,673        60,196   

Commerce, services, and other activities

     —          —          —          175,812        175,812        192,403   

Others

     —          —          30,030        653,173        683,203        39,890   

(–) PCLD (Doubtful Accounts) (c)

     —          —          (326,699     (103,504     (430,203     (502,014
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     —          —          142,661        1,690,796        1,833,457        1,743,504   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     2,961,180        746,067        (3,126     2,266,837        5,970,958        6,170,720   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(a) Eletricity Trading – PROINFA

 

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Electric energy trading operations under the Incentive Program for Alternative Energy Sources – PROINFA generated a negative net balance in fiscal 2015 of R$ 355.526 (December 31, 2014 - positive in R$ 72,113), producing no effect on net income or loss for the financial year of the Company, and this figure is included under the item Compensation Obligations. In the balance of reseller consumers is recorded the amount of R$ 504,597 from PROINFA referring to the Parent Company (December 31, 2014 - R$ 573,456).

(b) Renegotiated credits

Are the amounts resulting from consolidating payments of debts on overdue energy supply accounts from consumers in default, or which are coming due, charged in energy bills.

Renegotiated credits from debt rollover are from a credit assignment contract between the Union and the subsidiaries Furnas and Eletrosul, in accordance with the Public Sector Finance Consolidation Program (Law no. 8,727, of November 5, 1993). The Union assumed, refinanced and rescheduled the debt into 240 monthly payments, which matured starting in April of 1994. If any amounts are outstanding after a 20-year term the payments will be extended for another 120 months, since the Union only passes on funds received from the states, which in turn are limited by law due to revenue commitment. These represent R$ 512,396 as of December 31, 2015 (R$ 952,456 as of December 31, 2014).

(c) Allowance for doubtful accounts

The subsidiaries constitute and maintainan allowance for doubtful accounts, from analysis of constant values of accounts receivable due and from the loss history, for which the amount is regarded by the Administration as sufficient to cover possible losses in the realization of these assets.

Subsidiaries that act in the Distribution sector use the following provision criteria:

Relevant Debts – Clients connected in High Tension

The provision includes values corresponding to (due) invoices of clients with due debts as they meet the following due scale, including the Non-Invoiced Income. This is the provision table:

 

CONSUMPTION CLASS

   PROVISIONING PERIOD  

Household

     60 days   

Industrial

     180 days   

Commercial, Rural

     90 days   

Public Entities

     150 days   

Public Service

     120 days   

Supply, Free Consumer, and PIE

     60 days   

 

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Non-relevant Debts

Clients connected to Low Tension: The provision includes values corresponding to (due) invoices of clients with due debts as they meet the following due scale:

 

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CONSUMPTION CLASS

   PROVISIONING
PERIOD
 

Household

     90 days   

Industrial, Rural, Public Entities and Public Service

     180 days   

Commercial and Public Lighting

     150 days   

Installment Payment of Doubtful Accounts

Installment Payment of Doubtful Accounts includes the sum of the balance that is due and will be due, including interest, which values have been included in the provision of due amounts prior to the installment payment, when the full adjustment in installment was unsecured and compliant with the following criteria:

 

Number of Installments

  

Provision or Reversal of Private Classes

   Provision of Reversal of Public Classes

Up to 36

   Actual payment of 5 installments    4 installments invoiced,
due and not paid

From 37 to 60

   Actual payment of 5 installments    4 installments invoiced,
due and not paid

More than 60

   Actual payment of 6 installments    6 installments invoiced,
due and not paid

The ADA balance is comprised as follows:

 

     12/31/2015      12/31/2014  

Consumers

     609,403         651,875   

Resellers

     816,685         714,328   

CCEE - Short Term Energy

     293,560         293,560   
  

 

 

    

 

 

 
     1,719,648         1,659,763   
  

 

 

    

 

 

 

The subsidiary Furnas maintains a provision, initially recognized in 2007, amounting to R$ 293,560. This provision represents historical values relating to the marketing of energy within the framework of the now defunct Wholesale Energy Market – MAE, for the period from September 2000 to September 2002, whose financial settlement is suspended, on the basis of concession of injunctions in lawsuits proposed by electrical power distribution utilities, against the ANEEL and the MAE, today the CCEE.

 

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The movements in the Allowance for doubtful Accounts of consolidated electric power customer accounts are as follows:

 

Balance on December 31, 2012

     2,937,057   
  

 

 

 

(+) Charged to bad debt expense for the year

     338,313   

(–) Reversal

     (1,131,184

(–) Write off

     (227,378
  

 

 

 

Balance on December 31, 2013

     1,916,808   
  

 

 

 

(+) Charged to bad debt expense for the year

     559,141   

(–) Reversal

     (475,221

(–) Write off

     (340,965
  

 

 

 

Balance on December 31, 2014

     1,659,763   
  

 

 

 

(+) Charged to bad debt expense for the year

     832,632   

(–) Reversal

     (286,629

(–) Write off

     (486,118
  

 

 

 

Balance on December 31, 2015

     1,719,648   
  

 

 

 

Bad debt expense and the reversal of the Allowance for doubtful Accounts are recorded in income or loss for the financial year as Operational Provisions (Note 42). The receivable and the related allowance amounts are written off when all collection efforts are exhausted and it is virtually certain no amount will be collected.

Bad debt expense during 2015 occurred in the subsidiaries Furnas in the amount of R$ 137,507 and Boa Vista in the amount of R$ 197,353.

For tax purposes, any excess provision calculated, in relation to the terms of Articles 9 and 10 of Law No. 9,430/1996, were added to Actual Income and to the taxable base for the Social Contribution on Net Income – CSLL, for the acronym in Portuguese.

NOTE 8 – INDEMNIFICATIONS – LAW 12,783/2013

When concessions were renewed, the subsidiaries, Eletronorte Eletrosul and Chesf opted for receipt of 50% of the value in cash and the remainder in installments, and the subsidiary Furnas opted for receiving the large part of the compensation in installments, pursuant to Ministerial Ordinance 580/MME/MF, of November 1, 2012.

As provided for in legislation, the installment value will be received in monthly installments up to the date of the original closure of the concession, updated by the IPCA, plus the remuneration for the weighted average cost of capital (WACC) of 5.59% per annum. The update is counted from December 4, 2012, the date of signature of the addendum to the concession contract.

 

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The changes to values pertaining to the compensation receivable from the grantor in relation to Law No. 12,783/2013 is shown below:

 

     12/31/2015      12/31/2014      12/31/2013  

Initial balance

     3,738,295         5,496,179         14,437,272   

Amounts received

     (4,027,661      (2,773,092      (9,819,946

Monetary adjustment

     289,366         1,015,208         878,853   
  

 

 

    

 

 

    

 

 

 

Final balance

     —           3,738,295         5,496,179   
  

 

 

    

 

 

    

 

 

 

Total CURRENT

     —           3,738,295         3,476,495   

Total NON-CURRENT

     —           —           2,019,684   
  

 

 

    

 

 

    

 

 

 
     —           3,738,295         5,496,179   
  

 

 

    

 

 

    

 

 

 

NOTE 9 – LOANS AND FINANCING

 

    12/31/2015  
           CHARGES
CURRENT
     PRINCIPAL  
    Avg. Rate      Value      CURRENT      NON
CURRENT
 

ITAIPU

    7.11         —           1,894,766         12,907,368   

CEMIG

    5.09         973         54,104         134,907   

COPEL

    6.39         471         35,102         50,744   

CEEE

    5.00         199         9,320         23,884   

AES ELETROPAULO

    10.00         338,017         10,561         —     

CELPE

    5.00         69         8,395         5,199   

CELG

    8.12         1,249         188,502         51,048   

ENERGISA – MT

    9.19         2,549         52,942         255,206   

ENERGISA – TO

    10.58         998         20,031         87,231   

ENERGISA – MS

    5.21         222         12,426         28,968   

CELPA

    5.00         70,479         248,059         274,415   

CEMAR

    2.12         1,080         69,842         205,017   

CESP

    5.09         123         5,569         15,056   

COELCE

    5.00         237         10,769         36,678   

COSERN

    5.00         23         2,161         2,499   

COELBA

    5.00         533         23,833         82,762   

ESCELSA

    5.00         206         12,593         28,609   

GLOBAL

    5.00         94,327         44,100         —     

CELESC DISTRIB.

    5.00         593         36,529         56,696   

OTHERS

       70,852         105,470         154,108   

(–) PCLD

       (163,607      (77,440      —     
    

 

 

    

 

 

    

 

 

 
       419,593         2,767,633         14,400,394   
    

 

 

    

 

 

    

 

 

 

 

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     12/31/2014  
            CHARGES
CURRENT
     PRINCIPAL  
     Avg. Rate      Value      CURRENT      NON
CURRENT
 

ITAIPU

     7.11         —           1,584,773         10,071,923   

CEMIG

     5.07         1,343         74,126         184,709   

COPEL

     6.39         784         52,164         82,903   

CEEE

     5.00         311         12,009         32,191   

AES ELETROPAUL

     9.44         336,852         11,074         —     

CELPE

     5.00         117         10,185         12,729   

CEMAT

     5.00         2,512         44,669         306,419   

CELTINS

     5.00         932         21,044         105,701   

ENERSUL

     5.17         287         13,194         40,383   

CELPA

     5.00         70,869         204,048         295,882   

CEMAR

     2.92         1,420         55,030         273,621   

CESP

     5.09         153         5,571         20,208   

COELCE

     5.00         316         10,918         52,239   

COSERN

     5.00         34         2,289         4,532   

COELBA

     5.00         707         27,060         114,351   

ESCELSA

     5.00         269         13,177         40,546   

GLOBAL

     5.00         82,695         44,100         —     

CELESC DIST.

     5.00         793         49,954         89,774   

OTHERS

     6.44         63,627         121,909         260,430   

(–) PCLD

        (144,429      (80,864      —     
     

 

 

    

 

 

    

 

 

 
        419,591         2,276,428         11,988,542   
     

 

 

    

 

 

    

 

 

 

Financing and loans are made with the Company’s own resources, as well as sector resources and external resources obtained through international development agencies, financial institutions, and arising from the release of securities in the international financial market.

All financing and loans are backed by formal contracts signed with mutuals. The receipts from these securities, for the most part, are set out in monthly installments, repayable in an average period of 10 years, with the average interest rate being, weighted by the balance of the portfolio, 8.74% per annum.

Financing and loans conceded at controller, with a currency update clause, represent approximately 42% of the total portfolio (38% as of December 31, 2014). And those that project an update based on indices that represent domestic prices in Brazil have attained 58% of the balance of the portfolio (62% as of December 31, 2014).

The market values of these assets are close to their book values, because they are industry-specific operations and formed, in part, through resources of Sector Funds and which do not find similar conditions as an evaluation parameter for market values.

 

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The increase of the balance of receivables from loans in the fiscal year is due, mainly, to exchange variation on loans granted to Itaipu, arising out of the appreciation of dollar compared to real, when compared to the exchange rate in December 2015 and December 2014. Dollar had positive variation of 47%.

The long-term installments of loans and financing granted, based on cash flows provided for contractually, expire in variable installments, as shown below:

 

     2017      2018      2019      2020      2021      After 2021      Total  

Consolidated

     2,309,540         2,501,514         2,566,158         2,584,985         2,707,376         1,730,821         14,400,394   

9.1. – AES Eletropaulo/CTEEP – Court Action

The Company has receivables with Eletropaulo Eletricidade de São Paulo S.A. related to an ongoing lawsuit between AES Eletropaulo and CTEEP.

On September 18, 2015, a partial report was published under the process filed against Eletropaulo, saying that Eletropaulo is responsible for the payment of amounts due arising out of unpaid financing on the respective due dates, with Eletrobras and not Companhia de Transmissão de Energia Elétrica Paulista (“CTEEP”).

Thus the Company shall have a credit of R$ 2,382,255 (R$ 2,355,584 as of December 31, 2014), and R$ 348,578 (R$ 347,926 as of December 31, 2014) already recognized in its assets, under loans and financing, corresponding to the part considered undisputed by the Company. The final recognition of full credit should occur when it is classified as almost certain.

9.2 – Allowance for doubtful Accounts

The Company has an allowance for doubtful accounts in the amount of R$ 241,047 (R$ 225,293 as of December 31, 2014) corresponding to the principal and to the service of the debt of borrowers in default.

This volume of allowance is considered sufficient by the administration to cover likely losses on these assets, based on behavior analysis of the portfolio.

The allowance includes credits with Celpa, controlled by Equatorial Energia, amounting to R$ 14,194 (R$ 17,614 as of December 31, 2014). This allowance was considered necessary considering the process of judicial reorganization of Celpa.

 

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The movements in the ADA (Allowance for Doubtful Accounts) of the financing and loans of the Company are the following:

 

Balance on December 31, 2012

     388,113   
  

 

 

 

(+) Charged to bad debt expense for the year

     146,710   

(–) Reversal / write off

     (40,478
  

 

 

 

Balance on December 31, 2013

     494,345   
  

 

 

 

(+) Charged to bad debt expense for the year

     49,985   

(–) Reversal / write off

     (319,037
  

 

 

 

Balance on December 31, 2014

     225,293   
  

 

 

 

(+) Charged to bad debt expense for the year

     19,367   

(–) Reversal / write off

     (3,613
  

 

 

 

Balance on December 31, 2015

     241,047   
  

 

 

 

Bad debt expense and reversal of the allowance for doubtful accounts are recorded in income or loss for the financial year as Operational Provisions (see Note 42). The receivable and the related allowance amounts are written off when all collection efforts are exhausted and it is virtually certain no amount will be collected

NOTE 10 – EQUITY INVESTMENT INCOME

The figures refer to dividends and interest on shareholders’ equity, net of Income Tax Withheld at the Source, when applicable, resulting from equity investments held by the Company.

 

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     12/31/2015      12/31/2014  

CURRENT

     

Lajeado Energia

     76,325         94,810   

CEMAR

     22,911         20,754   

CTEEP

     20         11,008   

CEB Lajeado

     16,767         14,606   

Enerpeixe

     34,686         26,059   

Goiás Transmissão

     23,857         20,051   

Chapecoense

     22,288         9,512   

Transenergia Renovável

     13,979         15,648   

IE Madeira

     27,589         14,917   

Manaus Construtora

     9,178         12,351   

Transenergia São Paulo

     4,275         15,934   

MGE Transmissão

     11,447         6,812   

Serra do Facão

     9,154         2,289   

Baguari

     2,462         7,294   

Uirapuru

     2,288         2,295   

EAPSA

     2,181         1,124   

TSBE

     —           2,660   

Transudeste

     1,033         1,033   

Santa Vitória

     —           1,163   

Transirape

     678         —     

ETAU

     257         39   

Others

     27,985         9,215   
  

 

 

    

 

 

 
     309,360         289,574   
  

 

 

    

 

 

 

 

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As established by the Extraordinary Meeting of Eletronorte on October 30, 2015, there was a payment of the portion corresponding to 25% of the dividends declared by the subsidiary, which updated value, as to the date of this payment, was R$ 502,141,000.

NOTE 11 – RECOVERABLE TAXES AND INCOME TAX AND SOCIAL CONTRIBUTIONS – ASSETS

11.1. Tax credits

 

     12/31/2015      12/31/2014  

Current Assets

     

Income tax - withheld

     574,083         735,463   

PIS/PASEP/COFINS payable

     58,349         99,304   

ICMS recoverable

     40,538         31,084   

Others

     43,681         34,580   
  

 

 

    

 

 

 
     716,651         900,431   
  

 

 

    

 

 

 

Non- Current Assets

     

ICMS credits (a)

     1,724,692         1,924,057   

PIS/COFINS credits (a)

     877,386         601,968   

Others

     21,108         12,106   
  

 

 

    

 

 

 
     2,623,186         2,538,131   
  

 

 

    

 

 

 

 

(a) ICMS, PIS/PASEP and COFINS credits

The Company has recorded under non-current assets the sum of R$ 2,602,078 (R$ 2,526,025 as of December 31, 2014) for PIS, COFINS and ICMS credits. Of this sum, R$ 2,150,827 (R$ 1,924,354 as of December 31, 2014) refer to taxes and contributions on the purchase of fuel from the subsidiary Amazonas.

According to Paragraph 8 of Law 12,111/2009, those taxes and contributions should be reimbursed to the CCC when paid, this maintains a liability in the same amount under the item Reimbursement Obligations (see Note 12).

 

(b) Unconstitutionality of the PIS/PASEP and COFINS taxes

The Supreme Court (STF) declared that paragraph 1 of Article 3 of Law No. 9,718/98 is unconstitutional, which had expanded the taxable base for the PIS/PASEP and COFINS, and repurposed that tax collection at the time. Those taxes had been changed to include all revenue earned by a legal entity, regardless of the type of activity performed and the accounting classification used. There was no constitutional support for that device, and a constitutional amendment was later approved.

 

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Based on the National Tax Code (CTN, for the acronym in Portuguses), companies in the Eletrobras System are seeking recognition of their right to credit and reimbursement of the sums overpaid due the unconstitutionality of expanding the taxable base for those contributions. When these consolidated financial statements were concluded, there had been no final decision on the matter.

 

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Therefore, the Eletrobras System companies have potential tax credits from the PIS/PASEP and COFINS, which is being determined, and therefore is not recognized in these consolidated financial statements, since the mentioned declaration of unconstitutionality only benefits the claimant companies in the extraordinary appeals judged.

11.2. Income tax and social contributions

 

     12/31/2015      12/31/2014  

Current Assets:

     
  

 

 

    

 

 

 

Prepaid taxes / Negative Balance

     1,475,598         762,726   
  

 

 

    

 

 

 

Non-current assets:

     
  

 

 

    

 

 

 

Negative Balance IRPJ and CSLL

     1,645,382         1,464,148   

Deferred IRPJ/CSLL

     1,422,209         1,003,483   
  

 

 

    

 

 

 
     3,067,591         2,467,631   
  

 

 

    

 

 

 

Non-current liabilities:

     
  

 

 

    

 

 

 

Deferred IRPJ/CSLL

     1,003,796         569,380   
  

 

 

    

 

 

 

11.3. Composition of deferred income tax and social contributions

 

     12/31/2015     12/31/2014  
     Asset      Liabilities     Net effect
assets
(liabilities)
    Asset      Liabilities     Net effect
assets
(liabilities)
 

Eletrosul

     457,629         (345,368     112,261        —           —          —     

Eletronorte

     1,529,640         (219,692     1,309,948        1,204,951         (201,468     1,003,483   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
     1,987,269         (565,060     1,422,209        1,204,951         (201,468     1,003,483   

Eletrobras

     —           (733,289     (733,289     63,051         (354,929     (291,878

Eletrosul

     —           —          —          271,534         (300,598     (29,064

Furnas

     258,709         (453,084     (194,375     373,272         (373,272     —     

Chesf

     —           (65,070     (65,070     —           (199,523     (199,523

Eletropar

     —           (11,062     (11,062     —           (11,428     (11,428

Celg-D

     —           —          —          152,668         (190,155     (37,487
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
     258,709         (1,262,505     (1,003,796     860,525         (1,429,905     (569,380

 

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     12/31/2015      12/31/2014  

Deferres asset taxes:

     

Liabilities Exchange

     —           1,322   

Provision for contingencies

     68,066         131,022   

Allowance for doubtful

     56,047         196,971   

Provision for adjustments

     —           4,500   

Operational provisions

     407,319         212,505   

Expenses Studies and

     —           214,470   

Provision for unreceived

     74,700         —     

Tax credit without fiscal

     1,532,766         1,233,312   

Others

     107,080         71,375   
  

 

 

    

 

 

 

Total assets

     2,245,978         2,065,476   
  

 

 

    

 

 

 

Deferred liability taxes:

     

Asset Exchange Variations

     416,810         —     

Financial instruments

     316,479         354,929   

Accelerated depreciation

     81,255         53,187   

Income from renegotiated

     221,871         184,890   

Expenses Studies and

     488,425         553,659   

Tax debt

     258,709         373,272   

Others

     44,016         111,436   
  

 

 

    

 

 

 

Total Liabilities

     1,827,565         1,631,373   
  

 

 

    

 

 

 

In 2015, the Company has offset the amount of R$ 63,051 referring to Deferred Tax Assets due to the lack of expectations for the realization of these values.

11.4. Income tax and social contributions recognized in other comprehensive income

 

     12/31/2015      12/31/2014      12/31/2013  

Deferred Taxes

        

Originated from income and expenses recognized in other comprehensive income

        

Adjustment for actuarial gains and losses

     —           (404,332      (463,267

Remeasurement of the fair value of hedge instruments employed for hedging cash flow

     —           309         4,076   

Remeasurement of the fair value of financial instruments available for sale

     37,228         (33,939      83,118   

Participation in the comprehensive income of subsidiaries

     1,274         411,480         99,005   
  

 

 

    

 

 

    

 

 

 

Total income tax and social contributions recognized in other comprehensive income

     38,502         (26,482      (277,068
  

 

 

    

 

 

    

 

 

 

 

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NOTE 12 – REIMBURSEMENT RIGHTS AND OBLIGATIONS

 

Compensation rights    12/31/2015      12/31/2014  

CURRENT ASSETS

     

CCC of isolated systems (a)

     2,118,184         3,052,898   

Nuclear energy

     —           238,381   

CDE reimbursement (b)

     147,058         382,360   
  

 

 

    

 

 

 
     2,265,242         3,673,639   
  

 

 

    

 

 

 

NON- CURRENT ASSETS

     

CCC of isolated systems (a)

     8,238,140         6,109,507   

Nuclear energy

     —           19,916   
  

 

 

    

 

 

 
     8,238,140         6,129,423   
  

 

 

    

 

 

 

Compensation obligations

     

PASSIVO CURRENT

     

CCC of isolated systems (a)

     19,423         11,238   

PROINFA

     299,632         655,158   

CDE reimbursement (b)

     77,153         36,332   
  

 

 

    

 

 

 
     396,208         702,728   
  

 

 

    

 

 

 

NON- CURRENT LIABILITIES

     

CCC of Isolated Systems (a)

     2,483,378         2,529,893   
  

 

 

    

 

 

 
     2,483,378         2,529,893   
  

 

 

    

 

 

 

 

a) Fuel consumption account (CCC) of isolated systems

With the advent of the Law 12,111/2009 and of Decree 7,246/2010, the method of subsidy for power generation in isolated systems was changed. The subsidy for the CCC which until then only subsidized fuel costs, shall reimburse the difference between the total cost of generation of electricity and the value of the corresponding quantity of electric power for the average cost of power and energy sold in the Regulated Contracting Environment – ACR, of the National Interconnected System – NIS, for the acronym in Portuguese.

In the total cost of electric power generation in isolated systems are included the costs relating to:

 

    energy and associated power contracting;

 

    generation itself for the distribution of electricity;

 

    charges and taxes;

 

    investments made; and

 

    purchase of fuel.

 

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This includes, also, in the total cost of generating the remaining costs associated with the provision of the service of electric energy in remote regions of isolated systems, characterized by a great dispersion of consumers and the absence of economies of scale.

 

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The fuel consumption account of isolated systems refers to amounts receivable and received of the CCC in the respective periods. The Company has a receivable of R$ 10,356,324 (R$ 9,162,405 as of December 31, 2014) and a liability of R$ 2,502,801 (R$ 2,541,131 as of December 31, 2014) for compensation obligations.

After the enactment of Law No. 12,783, Eletrobras no longer has the obligation to make contributions to the CCC Account. Despite this, the CCC Account has not been eliminated. Available balances will continue to be distributed to generation and distribution companies which incurred additional expenses as a result of the use of thermoelectric plants in case of unfavorable hydroelectric conditions. In order to ensure the continued viability of the CCC Account, Law No. 12,783 permits transfers to be made between the Energy Development Account (“CDE”) and the CCC Account.

 

b) CDE Reimbursement

Law No. 12,783/13, Decree No. 7,945/13 as amended by Decree No. 8,203/14 and the subsequent Decree No. 8,221/14, promoted some amendments on the contracting of energy and the objectives under the sector responsibility of the Energy Development Account – CDE, and also instituted (i) the transfer of resources from the CDE to concessionaires for the distribution costs of hydroelectric risks, involuntary exhibit, ESS – Energy Security and CVA ESS and Energy for the period 2013 to January 2014 and (ii) the transfer through the Electric Energy Trading Chamber (CCEE) to concession holders of the distribution of costs related to involuntary exposure and the order of thermoelectric plants from February, 2014.

The effects of these items were recorded as a cost reduction in relation to electric power purchased for resale (note 41) offsetting the compensation rights – CDE/CCEE reimbursement, in accordance with IAS 20 – Subsidy and Government Assistance.

NOTE 13 – NUCLEAR FUEL INVENTORY

Below is presented the composition of the inventory of long-term nuclear fuel intended for the operation of UTN Angra I and UTN Angra II is presented bellow:

 

     12/31/2015      12/31/2014  
CURRENT      

Finished elements

     402,453         340,319   
  

 

 

    

 

 

 
     402,453         340,319   
NON- CURRENT      

Finished elements

     441,223         296,269   

Uranium concentrate

     7,723         130,396   

In progress – nuclear fuel

     129,479         234,824   
  

 

 

    

 

 

 
     578,425         661,489   
  

 

 

    

 

 

 
     980,878         1,001,808   
  

 

 

    

 

 

 

 

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Inventories are stated at cost or net realizable value, whichever is less, broken down as follows:

a) Uranium concentrate and ongoing services (for the transformation of the uranium concentrate into nuclear fuel elements) are recorded by their cost of acquisition;

b) Nuclear fuel elements – are available in the core of the reactor and the Used Fuel Pool inventory – PCU, being allocated to income or loss for the financial year on the basis of their use in the electric power generation process.

NOTE 14 – ADVANCES FOR FUTURE CAPITAL INCREASE

The Company and its subsidiaries present in non-current assets, values corresponding to advances for future capital increase in the following investments:

 

     12/31/2015      12/31/2014  

Subsidiaries

     

Furnas

     44,099         18,075   

Chesf

     348,887         590,015   

Eletrosul

     781,467         503,987   

Eletronorte

     37,079         24,556   
  

 

 

    

 

 

 
     1,211,532         1,136,633   
  

 

 

    

 

 

 

Other Investments

     4,000         4,000   
  

 

 

    

 

 

 

Total:

     1,215,532         1,140,633   
  

 

 

    

 

 

 

The figures presented in the consolidated statement refer to advances for future capital increase made by the subsidiaries into the SPEs, notably the AFACs into Transmissora Sul Litorânea de Energia S.A.), for R$ 84,847; into Chuí Holding S.A. for R$ 431,913; and into Livramento Holding S.A., for R$ 173,860; and Into TDG – Transmissora Delmiro Gouveia S.A., for R$ 101,000. These AFACs were made to enable the ventures.

 

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NOTE 15 – HYDROLOGICAL RISK

In 2014 and 2015, the country has faced adverse hydrological conditions, which has given rise to a series of consequences to the electrical sector. Specifically, for generators that are part of the Mechanism to Reallocate Power – MRE, the low level of power generation at hydraulic plants at levels lower than the MRE Physical Guarantee has caused a reduction to the adjustment factor of MRE or the Generation Scaling Factor – GSF.

This reduction has direct effects on the delivery of power for compliance with supply agreements, due to the lack of power, generation companies have been exposed to the Difference Liquidation Price – PLD in the Short Term Market to be able to comply with their contracts, with negative financial and economic effects.

Law No. 13,203, dated December 8, 2015, sets forth, among other terms, the conditions to adjust the hydrological risk of power generation to the agents that are part of the Mechanism to Reallocate Power – MRE. According to the terms in Article 1 of this law, the hydrological risk may be adjusted, provided that upon agreement by ANEEL, and with retroactive effects starting on January 1, 2015, upon counterpart by the energy generation players.

Under the terms of the Law, by means of Normative Resolution No. 684, dated December 11, 2015, ANEEL established the criteria and other conditions applicable to such adjustment.

According to criteria and terms defined in the rule, the SFF (Office of Financial Supervision of ANEEL) understands that companies interested in the adjustment are fully able to qualify the eligible energy amounts, for ACR as well as ACL. Note that not only information of amounts is known by the companies, and as the decision for the adjustment is made by its managers, the Regulating Entity is responsible solely for approving the amounts. Once information submitted by adhering companies is consistent with assumptions set forth by the legislation, the regulating entity would not determine approval of the adjustment at its sole discretion. The GSF corresponding to 2015 was recalculated, resulting in an amount that will be compensated with risk premiums calculated by subsidiaries that choose to adhere to the adjustment – Eletronorte, Eletrosul, Furnas and Amazonas GT.

 

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Law No. 13,203/2015 expressly sets forth that the effects of such adjustment should be applied starting on January 1, 2015 and, as such, financial statements for 2015, in order to reflect the reality of facts that occurred in that year should reflect the effects of the adjustment. The elements are: a) the amounts are submitted to ANEEL by the company; ii) the rule defining the criteria is known and was approved in 2015, producing effects starting in January 1, 2015; iii) the decision for the adjustment is made by the company management, and the regulating entity is not approving it at its own discretion; and iv) upon compliance with criteria defined by the rule, ANEEL shall be responsible solely for confirming data submitted by the companies, and the consequent approval.

The composition of amounts accounted in 2015 due to the adjustment of the hydrological risk, refers to contracts executed under the Regulated Contracting Scenario – ACR, is as follows:

 

     12/31/2015  

UHE Tucuruí

     312,414   

UHE Serra da Mesa

     189,367   

UHE Mascarenhas de Moraes

     79,076   

UHE Itumbiara

     67,487   

UHE Simplício

     54,371   

UHE Batalha

     25,939   

UHE Balbina

     24,928   

UHE Mauá

     14,968   

UHE Manso

     13,813   

UHE Passo São João

     5,919   

UHE São Domingos

     5,708   
  

 

 

 
     793,991   

Total Current Assets

     195,830   

Total Non- current Assets

     598,161   
  

 

 

 

TOTAL

     793,991   
  

 

 

 

 

 

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NOTE 16 – INVESTMENTS

 

     12/31/2015      12/31/2014  

Evaluated by the Equity Method

     

a) Affiliates

     

CTEEP

     942,732         946,187   

CEMAR

     653,419         554,817   

CEEE- GT

     448,274         449,336   

Energisa MT

     385,318         376,031   

EMAE

     307,195         275,214   

Lajeado Energia

     219,173         206,282   

Energética Águas da Pedra S.A.

     208,795         184,632   

CEB Lajeado

     80,353         71,723   

Paulista Lajeado

     23,507         18,119   

CEEE- D

     —           7,476   
  

 

 

    

 

 

 
     3,268,766         3,089,817   

b) Jointly-controlled subsidiary

     

Norte Energia

     3,378,325         2,585,114   

Madeira Energia S.A.

     2,896,068         2,724,068   

ESBR Participações S.A.

     2,807,626         2,907,364   

Interligação Elétrica do Madeira S.A.

     912,098         822,342   

Norte Brasil Transmissora de Energia S.A.

     887,528         842,103   

Teles Pires Participações

     662,564         496,425   

Manaus Transmissora de Energia S.A.

     621,873         547,784   

Enerpeixe S.A.

     561,282         555,860   

Chapecoense Generation S.A.

     415,501         364,522   

Belo Monte Transmissora de Energia Total

     391,058         12,081   

Interligação Elétrica Garanhuns S.A.

     318,972         181,526   

Transmissora Sul Brasileira de Energia S.A.

     270,252         275,960   

Goiás Transmissão S.A.

     190,245         138,436   

Companhia Energética SINOP S.A.

     179,052         177,772   

STN – Sistema de Transmissão Nordeste S.A.

     176,941         163,434   

Integração Transmissora de Energia S.A.

     175,572         169,450   

Transnorte Energia S.A. Total

     148,373         51,656   

MGE Transmissão S.A.

     136,755         118,953   

Transmissora Sul Litorânea de Energia S.A.

     134,739         139,719   

Transenergia Renovável S.A.

     128,418         96,813   

Retiro Baixo Energia S.A.

     121,774         111,906   

Brasnorte Transmissora de Energia S.A.

     120,873         115,568   

Rouar

     111,775         70,044   

Empresa de Energia São Manoel

     103,314         (594

Paranaíba Transmissora de Energia S.A.

     100,726         67,383   

CHC

     98,514         79,081   

Transmissora Matogrossense de Energia S.A.

     97,154         85,368   

Transenergia São Paulo S.A.

     91,141         83,116   

Baguari Energia S.A.

     82,721         85,815   

Vamcruz Participações S.A.

     73,368         —     

Santa Vitória do Palmar Holding S.A.

     50,223         157,627   

Mangue Seco II

     16,889         16,726   

Inambari

     115         164   

Others

     1,445,077         1,275,443   
  

 

 

    

 

 

 
     17,906,906         15,519,029   
  

 

 

    

 

 

 

SUBTOTAL

     21,175,672         18,608,846   
  

 

 

    

 

 

 

Provision for investment losses

     (489,866      (164
  

 

 

    

 

 

 

TOTAL

     20,685,806         18,608,682   
  

 

 

    

 

 

 

 

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Table of Contents
     12/31/2015      12/31/2014  

Investments held at fair value

     

AES Tietê

     437,532         547,862   

Coelce

     196,429         200,868   

Energisa

     124,104         85,353   

Cesp

     87,023         168,789   

Celpa

     42,379         26,782   

Celesc

     41,513         61,897   

CELPE

     28,859         15,407   

COPEL

     24,492         38,116   

CGEEP

     17,662         27,199   

CEB

     6,130         6,021   

Tangara

     —           21,738   

AES Eletropaulo

     17,603         18,148   

Energias do Brasil

     17,888         13,327   

CPFL Energia

     25,861         31,500   

Others

     109,785         107,364   
  

 

 

    

 

 

 
     1,177,260         1,370,371   
  

 

 

    

 

 

 

16.1 – Provisions for impairment losses on investments

 

     12/31/2015      12/31/2014  

INAMBARI

     115         164   

CHC

     98,513         —     

ESBR Participações S.A.

     15,500         —     

Madeira Energia S.A.

     97,010         —     

Teles Pires Participações

     230,823         —     

Empresa de Energia São Manoel

     47,905         —     
  

 

 

    

 

 

 
     489,866         164   
  

 

 

    

 

 

 

On December 31, 2015, the provision for impairment losses on investments was recognized in the amount of R$ 489,866 and the counterpart in the operating provisions account (Note 42), arising out of impairment losses in equity held at CHC, ESBR Participações, Madeira Energia S.A., Teles Pires Participações, and Empresa de Energia São Manoel.

16.2 Investigation Findings

As a result of investigation, in 2014 the Company recognized a loss of R$ 91,464 in its results of equity method investments related to SPE equity investee in which Eletrobras does not have control. (See Note 4 – XI)

 

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Table of Contents

16.3 Change of investments

The movement of the most relevant investments of the company is indicated below:

 

Subsidiaries and affiliates

  Balance on
12/31/2014
    Capital
investment/Write
off
    Other
comprehensive
income
    AFAC
Capitalization
    Capital
Gain / Loss
    Dividends and
interest on
equity
    Others     Equity
method
    Balance on
12/31/2015
 

CHANGE OF INVESTMENTS

                                                     

EÓLICA MANGUE SECO

    16,726        —          —          —          —          —          —          163        16,889   

CHC

    79,081        —          33,187        —          —          —          —          (13,753     98,514   

NORTE ENERGIA (BELO MONTE)

    2,585,114        245,249        0        245,249        326,671        —          —          (23,958     3,378,325   

INAMBARI

    164        —          1        —          —          —          —          (50     115   

CEEE-GT

    449,336        —          (16,795     —          —          —          1,560        14,173        448,274   

EMAE

    275,214        —          9,271        —          —          (1,416     —          24,126        307,195   

CTEEP

    946,187        —          (949     —          —          (120,648     —          118,142        942,732   

CEMAR

    554,817        —          —          —          —          (23,176     —          121,778        653,419   

REDE LAJEADO

    206,282        —          39        —          —          (24,162     —          37,014        219,173   

CEB LAJEADO

    71,723        —          11        —          —          (8,966     —          17,586        80,353   

CEEE-D

    7,476        —          2,956        —          —          —          —          (10,432     —     

PAULISTA LAJEADO

    18,119        —          —          —          —          925        —          4,463        23,507   

ROUAR

    70,044        —          34,202        —          —          —          —          7,529        111,775   

ENERGISA MT

    376,031        —          587        —          —          (4,218     —          12,918        385,318   

ESBR Participações S.A.

    2,907,364        180,000        —          —          —          —          —          (279,738     2,807,626   

Empresa de Energia São Manoel

    (594     105,667        —          —          —          —          —          (1,759     103,314   

Madeira Energia S.A.

    2,724,068        164,970        —          —          —          —          —          7,030        2,896,068   

Norte Brasil Transmissora de Energia S.A.

    842,103        —          —          —          —          —          —          45,425        887,528   

Interligação Elétrica do Madeira S.A.

    822,342        —          —          —          —          (27,991     —          117,747        912,098   

Enerpeixe S.A.

    555,860        —          —          —          —          (62,685     —          68,107        561,282   

Belo Monte Transmissora de Energia

    12,081        194,040        —          —          194,040        —          —          (9,103     391,058   

Paranaíba Transmissora de Energia S.A.

    67,383        29,400        —          —          —          —          —          3,943        100,726   

Transnorte Energia S.A.

    51,656        —          —          —          106,330        —          —          (9,613     148,373   

Manaus Transmissora de Energia S.A.

    547,784        17,420        —          —          26,800        (50     —          29,919        621,873   

Teles Pires Participações

    496,425        252,278        —          —          —          —          —          (86,139     662,564   

Chapecoense Generation S.A.

    364,522        —          —          —          —          (22,288     —          73,267        415,501   

Transmissora Sul Brasileira de Energia S.A.

    275,960        16,000        —          —          —          2,660        —          (24,368     270,252   

Energética Águas da Pedra S.A.

    184,632        2,450        —          —          2,450        (3,455     —          22,718        208,795   

Interligação Elétrica Garanhuns S.A.

    181,526        116,865        —          —          —          (5,780     —          26,361        318,972   

Companhia Energética SINOP S.A.

    177,772        —          —          —          —          —          —          1,280        179,052   

Integração Transmissora de Energia S.A.

    169,450        —          —          —          —          (19,575     —          25,697        175,572   

STN – Sistema de Transmissão Nordeste S.A.

    163,434        —          —          —          —          (31,968     —          45,475        176,941   

Santa Vitória do Palmar Holding S.A.

    157,627        —          —          —          —          1,163        —          (108,567     50,223   

Transmissora Sul Litorânea de Energia S.A.

    139,719        —          —          —          —          0        —          (4,980     134,739   

GOIÁS TRANSMISSÃO S.A.

    138,436        —          —          —          —          (14,757     —          66,566        190,245   

MGE TRANSMISSÃO S.A.

    118,953        —          —          1,960        —          (4,634     —          20,476        136,755   

Brasnorte Transmissora de Energia S.A.

    115,568        —          —          —          —          (4,067     —          9,372        120,873   

Retiro Baixo Energia S.A.

    111,906        —          —          2,695        —          —          —          7,173        121,774   

Transenergia Renovável S.A.

    96,813        —          —          —          —          (7,172     —          38,777        128,418   

VAMCRUZ PARTICIPAÇÕES S.A.

    —          392        72,995        —          —          (523     —          504        73,368   

BAGUARI ENERGIA S.A.

    85,815        —          —          —          —          (9,320     —          6,226        82,721   

Transmissora Matogrossense de Energia S.A.

    85,368        —          —          —          —          (1,531     —          13,317        97,154   

Transenergia São Paulo S.A.

    83,116        —          —          1,960        —          —          —          6,065        91,141   

Others

    1,275,443        257,946        62,431        60,391        106,470        574,834        (766,887     (125,551     1,445,077   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL INVESTMENTS

    18,608,846        1,582,677        197,936        312,255        762,761        181,199        (765,327     295,326        21,175,672   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Subsidiaries and affiliates

  Balance on
12/31/2013
    Capital
investment/
Write off
    Other
comprehensive
income
    Capital
Gain / Loss
    Dividends and
interest on
equity
    Equity
method
    Balance on
12/31/2014
 

CHANGE OF INVESTMENTS

                                         

ITAIPU BINACIONAL

    117,130        —          15,680        —          —          —          132,810   

EÓLICA MANGUE SECO

    17,058        —          —          —          —          (332     16,726   

CHC

    29,119        49,613        5,866        —          —          (5,517     79,081   

NORTE ENERGIA (BELO MONTE)

    2,104,536        682,227        —          —          —          (201,649     2,585,114   

INAMBARI

    9,148        —          —          —          —          (8,984     164   

CEEE-GT

    544,711        —          (4,067     —          —          (91,308     449,336   

EMAE

    153,960        —          (28,446     —          (1,730     151,430        275,214   

CTEEP

    931,580        83,106        —          (30,005     (91,996     53,502        946,187   

CEMAR

    463,394        —          —          —          (20,865     112,288        554,817   

REDE LAJEADO

    232,907        —          50        —          (40,305     13,630        206,282   

CEB LAJEADO

    83,644        —          14        —          (19,354     7,419        71,723   

CEEE-D

    146,649        —          5,945        —          —          (145,118     7,476   

PAULISTA LAJEADO

    27,669        —          —          —          (6,454     (3,096     18,119   

ROUAR

    18,427        34,392        9,985        —          —          7,240        70,044   

CEMAT

    334,294        —          2,255        18,852        (4,861     25,491        376,031   

ESBR PARTICIPAÇÕES S.A.

    2,752,140        618,000        (1,200     —          —          (461,576     2,907,364   

MADEIRA ENERGIA S.A.

    2,506,082        1,079,130        —          —          —          (861,144     2,724,068   

NORTE BRASIL TRANSMISSORA DE ENERGIA S.A.

    462,170        386,245        —          —          —          (5,857     842,558   

INTERLIGAÇÃO ELÉTRICA DO MADEIRA S.A.

    685,927        80,850        —          —          (7,362     62,927        822,342   

ENERPEIXE S.A.

    525,379        —          —          —          (26,058     56,539        555,860   

MANAUS TRANSMISSORA DE ENERGIA S.A.

    525,558        —          —          —          —          22,226        547,784   

TELES PIRES PARTICIPAÇÕES S.A.

    525,582        —          —          —          —          (29,157     496,425   

CHAPECOENSE GENERATION S.A.

    345,388        —          —          —          (9,512     28,646        364,522   

TRANSMISSORA SUL BRASILEIRA DE ENERGIA S.A.

    167,403        98,400        —          —          (1,220     11,377        275,960   

ENERGÉTICA ÁGUAS DA PEDRA S.A.

    189,062        —          —          —          (12,838     8,408        184,632   

INTERLIGAÇÃO ELÉTRICA GARANHUNS S.A.

    98,659        66,150        —          —          —          16,717        181,526   

COMPANHIA ENERGÉTICA SINOP S.A.

    —          182,591        —          —          —          (4,819     177,772   

INTEGRAÇÃO TRANSMISSORA DE ENERGIA S.A.

    160,151        —          —          —          (13,091     22,390        169,450   

STN – SISTEMA DE TRANSMISSÃO NORDESTE S.A.

    195,154        —          —          —          (77,734     46,014        163,434   

SANTA VITÓRIA DO PALMAR HOLDING S.A.

    185,970        (29,400     —          —          (1,163     2,220        157,627   

TRANSMISSORA SUL LITORÂNEA DE ENERGIA S.A.

    16,901        125,455        —          —          —          (2,637     139,719   

GOIÁS TRANSMISSÃO S.A.

    131,579        —          7,350        —          —          (493     138,436   

MGE TRANSMISSÃO S.A.

    106,371        —          28,616        —          (6,812     (9,222     118,953   

BRASNORTE TRANSMISSORA DE ENERGIA S.A.

    105,921        —          —          —          —          9,647        115,568   

RETIRO BAIXO ENERGIA S.A.

    113,181        —          —          —          —          (1,275     111,906   

TRANSENERGIA RENOVÁVEL S.A.

    78,241        —          —          —          (5,744     24,316        96,813   

PARANAÍBA TRANSMISSORA DE ENERGIA S.A.

    17,801        47,285        —          —          —          2,297        67,383   

BAGUARI ENERGIA S.A.

    92,437        —          (315     —          (5,457     (850     85,815   

TRANSMISSORA MATOGROSSENSE DE ENERGIA S.A.

    75,656        —          —          —          (1,470     11,182        85,368   

TRANSENERGIA SÃO PAULO S.A.

    49,632        —          —          —          (10,493     43,977        83,116   

OTHERS

    989,998        621,071        (7,697     8        (38,877     (359,182     1,205,321   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL INVESTMENTS

    16,316,569        4,125,115        34,036        (11,145     (403,396     (1,452,333     18,608,846   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Subsidiaries and affiliates

  Balance on
12/31/2012
    Capital
investment/
Write off
    Other
comprehensive
income
    Capital
Gain / Loss
    Capital
Decrease
    Dividends and
interest on
equity
    Equity
method
    Balance on
12/31/2013
 

CHANGE OF INVESTMENTS

                                               

ITAIPU BINACIONAL

    102,175        —          14,955          —          —          —          117,130   

CELPA

    94,673        (94,673     —          —          —          —          —          —     

CEEE-GT

    738,009        —          (118,263     —          —          —          (75,034     544,712   

CEMAT

    507,251        —          (3,975     —          —          —          (168,982     334,294   

EMAE

    261,499        —          35,274        —          —          (575     (142,237     153,961   

CTEEP

    753,512        —          —          —          —          (71,770     249,838        931,580   

CEMAR

    411,463        —          —          —          —          (12,606     64,537        463,394   

REDE LAJEADO

    540,819        —          89        —          (180,394     (70,098     (57,510     232,906   

CEB LAJEADO

    79,672        —          24        —          —          (11,232     15,180        83,644   

PAULISTA LAJEADO

    27,425        —          —          —          —          (6,136     6,381        27,669   

CEEE-D

    343,875        —          (101,928     —          —          —          (95,298     146,649   

INAMBARI

    15,890        1,402        54        (6,126     —          —          (2,071     9,148   

CHC

    28,584        —          4,540        —          —          —          (4,004     29,119   

EÓLICA MANGUE SECO

    17,006        —          —          —          —          —          52        17,058   

NORTE ENERGIA (BELO MONTE)

    1,365,096        759,696        —          —          —          —          (20,255     2,104,537   

ROUAR

    —          17,788        1,071        —          —          —          (433     18,427   

MADEIRA ENERGIA S.A.

    1,870,691        654,069          —          —          —          (18,678     2,506,082   

ESBR PARTICIPAÇÕES S.A.

    1,879,649        950,000        133        —          —          —          (77,642     2,752,140   

ENERPEIXE S.A.

    514,735        —          —          —          —          (85,960     96,604        525,379   

INTERLIGAÇÃO ELÉTRICA DO MADEIRA S.A.

    514,112        139,651        —          —          —          (7,556     39,720        685,927   

MANAUS TRANSMISSORA DE ENERGIA S.A.

    476,619        21,318        —          —          —          —          27,621        525,558   

TELES PIRES PARTICIPAÇÕES

    92,988        439,396        —          —          —          —          (6,802     525,582   

NORTE BRASIL TRANSMISSORA DE ENERGIA S.A.

    388,108        61,250        —          —          —          805        12,007        462,170   

CHAPECOENSE GERAÇÃO S.A.

    303,627        —          —          —          —          (48,808     90,568        345,387   

GOIÁS TRANSMISSÃO

    101,646        51,499        —          —          —          (19,751     (1,815     131,579   

STN – SISTEMA DE TRANSMISSÃO NORDESTE S.A.

    188,861        —          —          —          —          (31,789     38,082        195,154   

SANTA VITÓRIA DO PALMAR HOLDING S.A.

    97,060        88,772        —          —          —          —          138        185,970   

TRANSMISSORA SUL BRASILEIRA DE ENERGIA S.A.

    6,301        157,754        —          —          —          (1,440     4,788        167,403   

INTEGRAÇÃO TRANSMISSORA DE ENERGIA S.A.

    147,902        —          —          —          —          (4,837     17,086        160,151   

RETIRO BAIXO ENERGIA S.A.

    110,078        —          —          —          —          —          3,103        113,181   

MGE TRANSMISSÃO

    63,431        45,570        —          —          —          201        (2,831     106,371   

BRASNORTE TRANSMISSORA DE ENERGIA S.A.

    109,609        —          —          —          —          —          (3,688     105,921   

INTERLIGAÇÃO ELÉTRICA GARANHUNS S.A.

    14,956        80,850        —          —          —          —          2,853        98,659   

LIVRAMENTO HOLDING S.A.

    35,280        73,031        —          —          —          —          (10,963     97,348   

ENERGÉTICA ÁGUAS DA PEDRA S.A.

    176,503        —          —          —          —          (14,483     27,042        189,062   

CIA. HIDRELÉTRICA TELES PIRES

    89,816        (89,816     —          —          —          —          —          —     

BAGUARI ENERGIA S.A.

    89,239        —          —          —          —          (1,837     5,035        92,437   

TRANSENERGIA RENOVÁVEL S.A.

    107,865        1,960        —          —          —          (9,904     (21,680     78,241   

TRANSMISSORA MATOGROSSENSE DE ENERGIA S.A.

    63,037        —          —          —          —          —          12,619        75,656   

CHUÍ HOLDING S.A

    33,606        41,797        —          —          —          —          (193     75,210   

SERRA DO FACÃO ENERGIA S.A.

    104,098        —          —          —          —          (16,812     (26,544     60,742   

TDG—TRANSMISSORA DELMIRO GOUVEIA S.A.

    45,183        —          —          —          —          (2,152     6,798        49,829   

OTHERS

    431,889        —          —          —          —          —          359,312        791,201   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL INVESTMENTS

    13,343,838        3,401,315        (168,026     (6,126     (180,394     (416,741     342,703        16,316,569   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

16.4 Information of the market value of invested companies

 

                Market Value (*)  

Public companies

   Evaluation Method    Share     12/31/2015      12/31/2014  

CTEEP

   Equity Method      35.37     2,589,826         2,395,593   

CEMAR

   Equity Method      33.55     989,887         910,593   

AES Tiete

   Market Value      7.94     437,532         547,862   

ENERGISA MT

   Equity Method      27.52     335,109         293,887   

COELCE

   Market Value      7.06     196,429         200,868   

ENERGISA S.A

   Market Value      2.99     116,497         85,353   

CESP

   Market Value      2.05     87,023         168,789   

CEEE-GT

   Equity Method      32.59     76,904         143,783   

CEEE-D

   Equity Method      32.59     65,302         102,492   

EMAE

   Equity Method      39.02     60,404         54,061   

CELPA

   Market Value      1.15     42,379         26,782   

CELESC

   Market Value      10.75     41,513         61,897   

AES Eletropaulo

   Market Value      1.25     32,098         32,098   

CELPE

   Market Value      1.56     28,859         15,407   

COPEL

   Market Value      0.56     24,492         38,116   

Energias do Brasil

   Market Value      0.31     20,357         20,357   

CGEEP – DUKE

   Market Value      0.47     17,662         27,199   

CEB

   Market Value      3.29     6,130         6,021   

CELGPAR

   Market Value      0.07     92         184   

 

(*) Based on share prices from database

 

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Table of Contents

Closed-capital companies

   Evaluation Method    Share     12/31/2015      12/31/2014  

Angical 2 Energia S.A.

   Equity Method      99.96     —           12,727   

Arapapá Energia S.A.

   Equity Method      99.90     —           5,128   

Carcará Energia S.A.

   Equity Method      99.96     —           12,000   

Ceb Lajeado

   Equity Method      40.07     351,756         330,218   

Lajeado Energia

   Equity Method      40.07     998,348         966,177   

Paulista Lajeado

   Equity Method      40.07     108,639         95,192   

Acauã Energia S.A.

   Equity Method      99.93     —           7,679   

Amapari Energia S.A.

   Equity Method      49.00     —           (1,542

Amazônia Eletronorte Transmissora de Energia S.A.

   Equity Method      49.00     84,316         81,219   

Baguari Energia S.A.

   Equity Method      30.61     270,222         280,329   

Banda de Couro Energética S.A.

   Equity Method      49.00     1,893         1,962   

Baraúnas I Energética S/A.

   Equity Method      49.00     35,420         (54

Baraúnas II Energética S/A.

   Equity Method      49.00     1,193         1,257   

Bom Jesus Eólica

   Equity Method      49.00     2,553         14,470   

Brasnorte Transmissora de Energia S.A.

   Equity Method      49.71     243,156         227,478   

Brasventos Eolo Geradora de Energia S.A.

   Equity Method      49.00     83,257         84,553   

Brasventos Miassaba 3 Geradora de Energia S.A.

   Equity Method      49.00     135,793         136,610   

Cachoeira Eólica

   Equity Method      49.00     1,565         9,559   

Caititu 2 Energia S.A.

   Equity Method      99.96     —           12,728   

Caititu 3 Energia S.A.

   Equity Method      99.96     —           12,727   

Caldas Novas

   Equity Method      49.90     27,175         25,744   

Carnaúba I Eólica

   Equity Method      49.00     17,724         17,013   

Carnaúba II Eólica

   Equity Method      49.00     14,094         13,763   

Carnaúba III Eólica

   Equity Method      49.00     12,521         12,262   

Carnaúba V Eólica

   Equity Method      49.00     18,515         18,277   

Central Eólica Famosa I S.A.

   Equity Method      49.00     15,262         14,310   

Central Eólica Pau Brasil S.A.

   Equity Method      49.00     9,946         9,518   

Central Eólica Rosada S.A.

   Equity Method      49.00     18,645         17,700   

Central Eólica São Paulo S.A.

   Equity Method      49.00     11,430         10,772   

Cervantes I Eólica

   Equity Method      49.00     11,228         12,336   

Cervantes II Eólica

   Equity Method      49.00     9,315         9,216   

Chapecoense Generation S.A.

   Equity Method      40.00     1,038,751         911,306   

Chuí Holding S.A

   Equity Method      49.00     (15,708      76,521   

Chuí IX

   Equity Method      99.99     —           (55

Companhia de Transmissão Centroeste de Minas S.A.

   Equity Method      49.00     —           42,500   

Companhia Energética Sinop S.A.

   Equity Method      49.00     500,411         355,294   

Construtora Integração Ltda

   Equity Method      49.00     92,026         91,908   

Corrupião 3 Energia S.A.

   Equity Method      99.95     —           12,727   

Costa Oeste Transmissora de Energia S.A.

   Equity Method      49.00     63,984         43,899   

Coxilha Seca

   Equity Method      99.99     —           87   

Coqueirinho 2 Energia S.A.

   Equity Method      99.98     —           21,419   

Energética Águas da Pedra S.A.

   Equity Method      49.00     430,564         365,634   

Energia dos Ventos I S.A. *

   Equity Method      0.00     —           14,803   

Energia dos Ventos II S.A. *

   Equity Method      0.00     —           8,992   

Energia dos Ventos III S.A. *

   Equity Method      0.00     —           13,337   

Energia dos Ventos IV S.A. *

   Equity Method      0.00     —           19,458   

Energia dos Ventos V S.A. **

   Equity Method      99.99     —           1,897   

Energia dos Ventos VI S.A. **

   Equity Method      99.99     —           2,596   

Energia dos Ventos VII S.A. **

   Equity Method      99.99     —           2,816   

Energia dos Ventos VIII S.A. **

   Equity Method      99.99     —           1,856   

Energia dos Ventos IX S.A. **

   Equity Method      99.99     —           1,990   

Energia dos Ventos X S.A. *

   Equity Method      0.00     —           11,851   

 

(*) The companies were sold during the first quarter

 

(**) The Alupar share purchase operation was concluded on December 31, 2015.

 

F-108


Table of Contents

Closed-capital companies

   Evaluation Method    Share     12/31/2015      12/31/2014  

Enerpeixe S.A.

   Equity Method      40.00     1,403,204         1,389,649   

ESBR Participações S.A.

   Equity Method      40.00     7,019,063         7,268,412   

Etau – Empresa de Transmissão Alto Uruguai

   Equity Method      27.42     89,859         92,190   

Extremoz Transmissora do Nordeste – ETN S.A. ***

   Equity Method      100.00     —           14,652   

Fronteira Oeste Transmissora de Energia

   Equity Method      51.00     49,873         23,183   

Goiás Transmissão S.A.

   Equity Method      49.00     388,255         282,522   

Eólica Hermenegildo I

   Equity Method      99.99     —           (374

Eólica Hermenegildo II

   Equity Method      99.99     —           (146

Eólica Hermenegildo III

   Equity Method      99.99     —           (113

Inambari Generation de Energia S.A.

   Equity Method      29.40     405         559   

Integração Transmissora de Energia S.A.

   Equity Method      49.00     391,140         342,198   

Interligação Elétrica do Madeira S.A.

   Equity Method      49.00     1,996,044         1,543,620   

Interligação Elétrica Garanhuns S.A.

   Equity Method      49.00     650,964         370,460   

Linha Verde Transmissora de Energia S.A.

   Equity Method      100.00     —           (67,518

Livramento Holding S.A.

   Equity Method      52.53     (306,324      (176,657

Luziânia – Niquelândia Transmissora S.A.

   Equity Method      49.00     43,227         32,699   

Madeira Energia S.A.

   Equity Method      39.00     6,755,683         6,994,900   

Manaus Construtora Ltda.

   Equity Method      49.50     38,289         24,221   

Manaus Transmissora de Energia S.A.

   Equity Method      49.50     1,167,072         1,106,631   

Marumbi Transmissora de Energia S.A.

   Equity Method      20.00     94,893         45,214   

MGE Transmissão S.A.

   Equity Method      49.00     279,092         242,762   

Morro Branco I Energética S.A.

   Equity Method      49.00     34,733         31,734   

Mussambê Energética S.A.

   Equity Method      49.00     44,334         40,726   

Norte Brasil Transmissora de Energia S.A.

   Equity Method      49.00     1,809,867         1,715,791   

Norte Energia S.A.

   Equity Method      49.98     6,947,265         5,353,094   

Papagaio Energia S.A.

   Equity Method      99.96     —           13,380   

Paranaíba

   Equity Method      24.50     411,127         275,032   

Pedra Branca S.A.

   Equity Method      49.00     35,902         29,094   

Pitimbu Eólica

   Equity Method      49.00     2,117         14,265   

Punaú I Eólica

   Equity Method      49.00     18,362         18,187   

Rei dos Ventos 3 Geradora de Energia S.A.

   Equity Method      49.00     81,365         87,106   

Retiro Baixo Energética S.A.

   Equity Method      49.00     229,872         231,880   

Santa Vitória do Palmar Holding S.A.

   Equity Method      49.00     102,495         321,687   

São Caetano Eólica

   Equity Method      49.00     2,831         20,160   

São Caetano I Eólica

   Equity Method      49.00     2,320         14,395   

São Galvão Eólica

   Equity Method      49.00     2,740         19,000   

São Pedro do Lago S.A.

   Equity Method      49.00     33,516         33,198   

Eólica Serra das Vacas Holding S.A.

   Equity Method      49.00     183,076         102,467   

Eólica Serra das Vacas I S.A.

   Equity Method      49.00     —           26,546   

Eólica Serra das Vacas II S.A.

   Equity Method      49.00     —           25,486   

Eólica Serra das Vacas III S.A.

   Equity Method      49.00     —           24,706   

Eólica Serra das Vacas IV S.A.

   Equity Method      49.00     —           25,729   

Serra do Facão Energia S.A.

   Equity Method      49.47     91,022         3,314   

Sete Gameleiras S.A.

   Equity Method      49.00     46,711         42,447   

STN – Sistema de Transmissão Nordeste S.A.

   Equity Method      49.00     361,105         333,540   

Tamanduá Mirim 2 Energia S.A. ***

   Equity Method      83.01     —           21,295   

TDG – Transmissora Delmiro Gouveia S.A.

   Equity Method      49.00     59,569         114,169   

Teles Pires Participações S.A.

   Equity Method      49.40     1,393,056         998,870   

Transenergia Goiás S.A.

   Equity Method      49.00     62,239         32,455   

Transenergia Renovável S.A.

   Equity Method      49.00     262,077         197,578   

Transenergia São Paulo S.A.

   Equity Method      49.00     186,001         173,623   

Cia. Transirapé de Transmissão S.A.

   Equity Method      24.50     77,798         65,853   

Cia. Transleste de Transmissão S.A.

   Equity Method      24.00     73,226         65,066   

Transmissora Matogrossense de Energia S.A.

   Equity Method      49.00     192,049         164,875   

Transnorte Energia S.A.

   Equity Method      49.00     345,706         105,417   

Cia. Transudeste de Transmissão S.A.

   Equity Method      25.00     71,599         59,905   

Triângulo Mineiro

   Equity Method      49.00     168,480         79,753   

Teiú 2 Energia S.A.

   Equity Method      99.90     —           10,190   

Transmissora Sul Brasileira de Energia S.A. – TSBE

   Equity Method      80.00     337,815         344,950   

Transmissora Sul Litorânea de Energia S.A. – TSLE

   Equity Method      51.00     264,197         273,959   

 

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Table of Contents

Closed-capital companies

   Evaluation Method      Share     12/31/2015      12/31/2014  

Complexo Eólico Vamcruz

     Equity Method         49.00     252,689         148,971   

Vale do São Bartolomeu

     Equity Method         39.00     144,792         41,354   

Complexo Eólico Chapada do Piauí II

     Equity Method         49.00     249,030         179,310   

Complexo Eólico Chapada do Piauí I

     Equity Method         49.00     205,386         196,237   

Mata de Santa Genebra

     Equity Method         49.90     60,793         52,459   

Belo Monte Transmissora

     Equity Method         49.00     748,076         24,336   

Lago Azul Transmissão

     Equity Method         49.90     14,050         3,948   

Ventos de São Rafael

     Equity Method         0.00     —           (6

Ventos de São Cirilo

     Equity Method         0.00     —           (4

Ventos de São Bento

     Equity Method         0.00     —           (6

Ventos de Santo Antônio

     Equity Method         0.00     —           (4

Ventos de Santa Vera

     Equity Method         0.00     —           (4

Ventos de Santa Marcella

     Equity Method         0.00     —           (5

Itaguaçu da Bahia

     Equity Method         49.00     24,078         (6

Ventos de Santa Luzia

     Equity Method         0.00     —           (5

Ventos de Santa Madalena

     Equity Method         0.00     —           (6

Ventos de São João

     Equity Method         0.00     —           (5

CSE Centro de Soluções Estratégicas

     Equity Method         49.90     2,299         3,400   

Tijoa Participações e Investimentos

     Equity Method         49.90     11,355         1,635   

Energia Olímpica S.A.

     Equity Method         49.90     4,984         (426

Empresa de Energia São Manoel

     Equity Method         33.33     213,945         (1,782

16.5 Summary of information of jointly controlled and associated projects

 

12/31/2015

 
          ASSET     LIABILITIES  
          CURRENT     NON-CURRENT           CURRENT     NON-CURRENT              

Projects under joint
control and affiliates

  Share     Cash and
cash
equivalent
    Other
assets
    Financial,
intangible, and
fixed assets
    Other assets     Total
Assets
    Loans and
financing
    Other
liabilities
    Loans and
financing
    Other
liabilities
    Shareholders’
equity
    Total
Liabilities
 

Belo Monte Transmissora de Energia

    49.00     332,604        4,199        920,165        —          1,256,968        453,882        46,277        —          8,733        748,076        1,256,968   

Brasnorte Transmissora de Energia S.A.

    49.71     16,467        24,149        279,599        —          320,215        11,280        13,838        —          51,941        243,156        320,215   

Chapecoense Generation S.A.

    40.00     176,308        180,185        3,075,967        162,724        3,595,184        136,322        311,290        1,404,553        704,268        1,038,751        3,595,184   

Companhia Energética Sinop

    49.00     53,385        3,445        844,733        2,491        904,054        328,022        56,012        —          19,609        500,411        904,054   

Energética Águas da Pedra S.A.

    49.00     61,765        39,300        753,115        17,353        871,533        34,917        54,031        339,843        12,178        430,564        871,533   

Enerpeixe S.A.

    40.00     82,946        76,736        1,596,186        50,194        1,806,062        —          172,744        —          230,114        1,403,204        1,806,062   

ESBR Participações

    40.00     —          908,570        21,685,558        1,655,056        24,249,184        —          1,422,013        11,299,857        4,508,251        7,019,063        24,249,184   

Interligação Elétrica do Madeira S.A.

    49.00     41,833        646,081        4,149,365        —          4,837,279        197,250        151,399        2,215,079        546,746        1,726,805        4,837,279   

Interligação Elétrica Garanhuns S.A.

    49.00     —          33,485        1,114,685        16,723        1,164,893        —          —          339,848        174,081        650,964        1,164,893   

Intesa – Integração Transmissora de Energia S.A.

    49.00     36,235        112,742        496,085        —          645,062        31,182        9,001        120,166        93,573        391,140        645,062   

Madeira Energia S.A.

    39.00     299,963        1,308,256        22,180,387        1,182,376        24,970,982        450,779        1,700,678        14,061,238        1,507,190        7,251,097        24,970,982   

Manaus Transmissora de Energia S.A.

    49.50     32,198        188,813        2,376,236        9,351        2,606,598        69,707        272,606        786,943        310,270        1,167,072        2,606,598   

Norte Brasil Transmissora de Energia S.A.

    49.00     51,937        265,098        3,425,883        —          3,742,918        78,941        263,100        1,171,337        426,938        1,802,602        3,742,918   

Norte Energia S.A

    49.98     489,804        442,450        29,964,727        271,620        31,168,601        —          719,033        23,280,595        229,708        6,939,265        31,168,601   

Santa Vitória do Palmar

    49.00     —          31,227        1,004,762        22,957        1,058,946        —          182,126        749,633        24,692        102,495        1,058,946   

Serra do Facão Energia S.A.

    49.47     31        52,441        2,044,386        99,362        2,196,220        41,126        163,051        401,137        1,499,884        91,022        2,196,220   

STN – Sistema de Transmissão Nordeste S.A.

    49.00     —          60,313        699,181        3,866        763,360        —          —          162,093        240,162        361,105        763,360   

Teles Pires Participações

    49.40     130,877        98,058        4,886,124        236,137        5,351,196        191,893        293,229        3,392,921        80,097        1,393,056        5,351,196   

TSBE

    80.00     —          46,675        659,575        —          706,250        —          30,639        337,796        —          337,815        706,250   

TSLE

    51.00     —          49,433        914,407        —          963,840        —          91,522        495,271        112,850        264,197        963,840   

Chapada do Piauí I Holding S.A.

    49.00     —          51,418        809,359        132        860,909        —          —          523,242        160,933        176,734        860,909   

Chapada do Piauí II Holding S.A.

    49.00     —          85,298        864,913        —          950,211        —          —          512,068        189,113        249,030        950,211   

Chuí Holding S.A.

    49.00     —          65,150        609,778        12,747        687,675        —          57,429        373,979        413,628        157,361        687,675   

Companhia Energética do Maranhão (CEMAR)

    33.55     310,893        1,963,260        2,573,627        271,559        5,119,339        253,910        711,799        1,997,641        207,715        1,948,274        5,119,339   

Lajeado Energia

    40.07     161,062        92,153        48        1,445,794        1,699,057        6,483        243,394        448,216        2,616        998,348        1,699,057   

CTEEP

    35.37     3,120        580,539        45,812        6,217,757        6,847,228        213,312        155,268        665,649        476,794        5,336,205        6,847,228   

CEEE-GT

    32.59     38,171        454,210        555,108        1,871,335        2,918,824        29,247        298,881        282,253        826,489        1,481,954        2,918,824   

Energisa MT

    27.52     192,754        1,198,769        1,909,436        1,365,792        4,666,751        170,545        918,080        1,297,616        930,884        1,349,626        4,666,751   

CEEE-D

    32.59     73,961        801,912        2,165,618        274,473        3,315,964        4,954        1,346,254        474,965        1,973,387        483,596        3,315,964   

Others

      1,137,504        994,618        10,606,468        1,661,908        14,400,498        1,128,125        1,838,403        3,176,337        1,836,613        6,421,018        14,400,498   

 

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12/31/2015

 

Projects under joint control and affiliates

   Net operating
income
     Financial
income
     Financial
expenses
    Tax on
earnings
    Net profit
(loss)
    Depreciation
and
amortization
 

Belo Monte Transmissora de Energia

     881,398         55,344         (53,783     (8,599     (18,260     (52

Brasnorte Transmissora de Energia S.A.

     36,641         1,623         (2,473     (9,035     20,099        —     

Chapecoense Generation S.A.

     738,792         32,149         (143,821     (119,721     183,166        (34,867

Companhia Energética Sinop

     —           3,362         15,052        2,491        10,119        (179

Energética Águas da Pedra S.A.

     188,908         5,194         (30,325     (7,187     37,489        (20,430

Enerpeixe S.A.

     435,627         8,389         (46,278     (8,150     170,269        (49,385

ESBR Participações S.A.

     2,412,946         13,446         (686,016     348,386        (699,349     (433,313

Interligação Elétrica Garanhuns S.A.

     279,257         3,105         (25,245     (27,667     53,798        (26

Interligação Elétrica do Madeira S.A.

     610,279         25,100         (249,207     (102,072     240,216        (103

Intesa – Integração Transmissora de Energia S.A.

     92,484         3,701         (13,744     (13,408     51,267        —     

Madeira Energia S.A.

     2,604,869         161,751         (1,128,693     614,983        18,026        (480,611

Manaus Transmissora de Energia S.A.

     174,519         5,064         (79,158     (29,656     52,446        —     

Norte Brasil Transmissora de Energia S.A.

     340,080         4,357         (138,058     (63,807     113,850        —     

Norte Energia S.A

     120,653         93,444         (86,679     23,886        (40,819     (6,195

Santa Vitória do Palmar Holding S.A.

     94,618         2,061         (88,409     (3,499     (227,750     (46,109

Serra do Facão Energia S.A.

     280,164         3,318         (272,574     62,402        (135,032     (43,587

STN – Sistema de Transmissão Nordeste S.A.

     159,741         3,805         (28,589     (23,234     92,806        (111

Teles Pires Participações

     354,316         14,978         (184,328     57,671        (188,695     (57,283

Transmissora Sul Brasileira de Energia S.A.

     73,863         4,407         (35,495     (3,442     (31,964     (10

Transmissora Sul Litorânea de Energia S.A.

     150,922         2,077         (63,619     495        (19,026     —     

Chapada do Piauí I Holding S.A.

     44,733         265         (44,205     (1,455     (19,511     (12,104

Chapada do Piauí II Holding S.A.

     —           —           (4,590     0        (4,813     —     

Chuí Holding S.A.

     73,031         271         (23,104     (2,348     (233,111     (18,222

Companhia Energética do Maranhão (CEMAR)

     2,738,793         388,912         (368,729     (79,311     363,803        (127,052

Lajeado Energia

     489,975         23,351         (67,944     (26,879     92,373        (28,767

CTEEP

     1,089,287         121,244         (125,566     (85,270     504,430        (7,776

CEEE-GT

     671,279         247,884         (195,384     66,419        84,947        (26,445

Energisa MT

     3,483,404         255,036         (378,233     (24,433     45,246        (118,601

CEEE-D

     3,376,936         460,746         (532,921     40,766        (514,244     (58,633

Others

     2,086,060         155,620         (308,281     (126,743     331,230        (87,497

 

12/31/2014

 

Projects under joint control and affiliates

   Share     Financial,
intangible, and
fixed assets
     Other
assets
     Loans and
financing
     Other
liabilities
     Shareholders’
equity
 

Brasnorte Transmissora de Energia S.A.

     49.71     277,484         13,734         16,277         51,884         223,057   

CEEE-D

     32.59     1,850,160         1,112,005         386,406         2,487,750         88,009   

CEEE-GT

     32.59     731,744         2,286,349         434,369         1,139,970         1,443,754   

Chapecoense Generation S.A.

     40.00     3,134,622         335,294         1,665,317         893,293         911,306   

Cia Hidrelétrica Teles Pires

     49.44     4,459,508         134,736         3,363,629         231,745         998,870   

CTEEP

     35.23     1,856,289         5,285,850         572,630         1,404,464         5,165,045   

Energética Águas da Pedra S.A

     49.00     773,415         66,340         408,164         43,622         387,969   

Enerpeixe S.A.

     40.00     1,644,956         203,243         123,840         334,710         1,389,649   

ESBR Participações S.A.

     40.00     20,338,744         1,886,608         11,324,749         3,632,191         7,268,412   

Inambari Generation de Energia

     19.61     57         530         —           28         559   

Integração Trasmissora de Energia S.A

     49.00     611,931         13,331         181,519         101,545         342,198   

Interligação Elétrica do Madeira S.A

     49.00     4,382,731         163,607         2,435,751         566,967         1,543,620   

Itaipu

     50.00     37,866,871         4,330,771         33,681,427         8,250,655         265,560   

Madeira Energia S.A

     39.00     20,998,021         1,745,534         13,049,395         2,699,260         6,994,900   

Manaus Transmissora de Energia S.A.

     49.50     2,368,082         154,180         874,167         541,464         1,106,631   

Norte Brasil Transmissora de Energia S.A.

     49.00     3,456,889         69,655         1,276,121         534,632         1,715,791   

Norte Energia S.A

     49.98     21,536,053         1,527,473         16,759,221         951,211         5,353,094   

Serra do Facão Energia S.A

     49.47     1,979,783         88,407         529,311         1,535,565         3,314   

Sistema de Transmissão Nordeste S.A

     49.00     684,561         52,348         180,408         222,961         333,540   

Others

       17,618,999         7,097,495         7,658,275         6,354,105         10,704,114   

 

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II – Income

 

12/31/2014

 

Projects under joint control and affiliates

   Net operating
income
     Financial
income
     Financial
expenses
    Tax on
earnings
    Net profit
(loss)
    Depreciation
and
amortization
 

Amapari Energia S.A.

     30,527         1,285         (6,764     (3,509     (106,867     (5,175

Amazônia Eletronorte Transm. de Energia S.A.

     33,051         859         (2,390     (1,600     23,217        (244

Belo Monte Transmissora de Energia S.A.

     20,330         1,289         (19     (134     (665     (11

Brasnorte Transmissora de Energia S.A.

     34,847         751         (2,803     (7,524     19,435        —     

Brasventos Eolo Geradora de Energia S.A.

     29,394         1,749         (9,449     (2,603     (5,316     (9,632

Brasventos Miassaba 3 Geradora de Energia S.A.

     46,316         2,556         (9,854     (3,620     8,268        (10,879

CEEE-D

     3,700,400         96,043         (96,948     (56,437     (445,282     (61,961

CEEE-GT

     670,957         129,303         (30,738     95,241        (280,763     (31,772

CEMAR

     2,484,218         384,315         (477,821     (65,821     334,684        (121,769

Chapecoense Generation S.A.

     714,808         33,059         (136,412     (51,751     71,617        (62,773

Cia Hidrelétrica Teles Pires

     —           23         (605     (22,588     (39,469     —     

Companhia Energética Sinop

     —           3,659         (61     —          (2,333     —     

Construtora Integração Ltda

     105,200         358         (1,414     (12,390     5,844        —     

CTEEP

     1,102,788         154,225         (142,334     (80,475     379,732        (8,860

Energética Aguas da Pedra S.A.

     196,394         6,371         (33,988     (4,039     20,608        (21,066

Enerpeixe S.A.

     433,025         8,784         (36,825     (11,464     141,349        (45,279

ESBR Participações S.A.

     754,272         6,294         (183,578     674,872        (1,153,942     (123,066

Inambari Generation de Energia

     —           23         —          —          (373     (15

Integração Trasmissora de Energia S.A

     84,827         4,828         (17,109     (10,048     46,983        (3

Interligação Elétrica do Madeira S.A

     532,206         12,827         (163,410     (62,614     121,617        —     

Itaipu

     9,773,571         166,378         (2,209,854     —          2,931,297        —     

Linha Verde Transmissora de Energia S.A.

     233,844         6,067         (36,352     1,887        (112,426     —     

Livramento Holding S.A.

     29,910         —           (4,276     (10,966     (283,386     —     

Madeira Energia S.A

     2,343,960         64,533         (797,759     6,424        (2,208,060     (375,533

Manaus Construtora Ltda

     25,964         302         (19     (8,441     16,442        —     

Manaus Transmissora de Energia S.A.

     211,311         4,422         (70,893     (40,212     61,142        (4,677

Norte Brasil Transmissora de Energia S.A.

     686,770         1,504         (116,087     1,135        (3,655     —     

Norte Energia S.A

     —           116,122         (115,154     110,092        (219,394     (1,394

Rei dos Ventos 3 Geradora de Energia S.A.

     36,108         1,644         (9,987     (2,423     213        (9,854

Serra do Facão Energia S.A

     159,838         3,888         (37,674     15,433        (119,463     (23,876

Sistema de Transmissão Nordeste S.A

     147,533         3,274         (19,247     (21,088     93,908        (122

Transmissora Matogrossense de Energia S.A.

     50,271         2,546         (14,210     (2,635     28,870        (85

Transnorte Energia S.A.

     210,839         —           (17     (8,533     16,546        (33

Others

     2,672,401         1,130,516         (886,730     (135,308     41,993        (60,186

16.5.1. Information of consolidated subsidiaries – Distribution Companies:

a) Distribuição Alagoas – holds concession for distribution of electricity in all municipalities of the State of Alagoas, under Concession Agreement 07/2001-ANEEL, Its main purpose is to plan, build, and explore public service electricity distribution to end consumers. This subsidiary holds negative net current capital of R$ 269,740 (December 31, 2014 – R$ 147,841), accrued losses of R$ 931,925 (December 31, 2014 – R$ 678,710) and unsecured liabilities of R$ 247,656 (R$ 11,075 on December 31, 2014), and it depends on the financial support of the Company.

b) Distribuição Rondônia – holds concession for distribution of electricity in all municipalities of the State of Rondônia under Concession Agreement 05/2001-ANEEL,. Its main purpose is to plan, build, and explore public service electricity distribution to end consumers. This subsidiary holds negative net current capital of R$ 1,010,468 (December 31, 2014 – R$ 512,717), accrued losses of R$ 1,781,895 (December 31, 2014 – R$ 1,221,058) and unsecured liabilities of R$ 456,558 (on December 31, 2014 – R$ 104,066), and it depends on the financial support of the Company.

c) Distribuição Piauí – holds concession for distribution of electricity in all municipalities of the State of Piauí under Concession Agreement 04/2001, dated February 12, 2001, executed with ANEEL. Its main activity is electricity distribution. This subsidiary holds negative net current capital of R$ 754,935 (December 31, 2014 – R$ 118,864), accrued losses of R$ 1,966,531 (December 31, 2014 – R$ 1, 403,544) and unsecured liabilities of R$ 701,150 (December 31, 2014 – R$ 141,058), and it depends on the financial support of the Company.

 

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d) Amazonas D. – its main activities are generation, distribution, and commercialization of electricity in the State of Amazonas. Amazonas Energia generates (2,203.9 MW*) and supplements its needs to serve consumers by buying energy from independent producers. This subsidiary holds net current capital of R$ 2,447,607 (December 31, 2014 – R$ 442,063), accrued losses of R$ 8,971,348 (December 31, 2014 – R$ 7,570,404) and unsecured liabilities of R$ 4,363,598 (December 31, 2014 – R$ 2,962,486). On July 1, 2015, this subsidiary has started in the unbundling process, where electricity generation and transmission activities have been separated from its distribution activities (see Note 1).

e) Boa Vista Energia- Holds concession under Contract 21/2001 – ANEEL, dated March 21, 2001 and Addendum dated October 14, 2005, for electricity distribution in the municipality of Boa Vista – RR, valid through the end, 2015. This subsidiary holds negative net current capital of R$ 432,232 (December 31, 2014 – R$ 73,865), accrued losses of R$ 1,020,541 (December 31, 2014 – R$ 750,425) and unsecured liabilities of R$ 337,643 (R$ 69,726 on December 31, 2014), and it depends on the financial support of the Company.

f) Distribuição Acre – holds concession for distribution and commercialization of electricity for the entire State of Acre, under concession agreement 06/2001, signed with the National Electricity Agency (ANEEL) on February 12, 2001, with effective term through July 7, 2015. Supply of electricity for the capital city, Rio Branco, and for the six towns connected to the Rio Branco System, is provided by Eletronorte. The interior of the State, since 1999, under a lease agreement, has been supplied by GUASCOR do Brasil Ltda., as an Independent Energy Producer (PIE), through Isolated Generation Systems. Here it bears mention that electricity supply for the whole State is provided through Thermoelectric to Diesel (100%). This subsidiary holds net current capital of R$ 139,542 (December 31, 2014 – R$ 21,021), accrued losses of R$ 605,232 (December 31, 2014 – R$ 420,461) and unsecured liabilities of R$ 129,683 (R$ 54,906 on December 31, 2014).

g) Celg – Distribuição – CELG-D – On September 26, 2014, the Company acquired 51% of the ordinary stock of CELG – D, becoming the parent company of CELG – D (see Note 42). CELG – D is a privately held corporation, and holds concession for delivery of electricity; it was established on March 23, 2007. Eletrobras holds 51% of the capital stock, and CELGPAR holds 49%. On December 31, 2015, the Company classified this subsidiary as an asset held for sale, because it met the accounting criteria applicable to such classification (See Note 43).

CELG-D holds concessions for electricity distribution in 237 municipalities, 391 districts and towns in the State of Goiás, with 2,688,902 consumers, covering an area of 336,871 km²*, governed by Concession Agreement No. 63 of August 25, 2000, entered into by and between ANEEL, CELG – D, and the then majority shareholder.

 

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The concession of CELG-D was extended according to the terms of the fifth amendment to the concession contract No. 63/2000 – ANEEL, executed on December 29, 2015, see Note 2.2.

(*) information not audited by independent auditors

16.5.2 Information of consolidated subsidiaries – Generation and Transmission Companies:

a) Eletrobras Termonuclear S.A. – wholly owned subsidiary, its main activity being construction and operation of nuclear power plants, and provision of related engineering services, such activities which are regulated and monitored by the ANEEL. The Company has essentially been performing exploration activities for the Angra 1 and Angra 2 plants, with rated power of 1,990 MW*, as well as construction of the Angra 3 plant. Beginning on January 1, 2013, electricity generated by the subsidiary was rated between all concessionaires, permit-holders, or other entities authorized for public utility distribution in the National Interconnected System (SIN), according to the methodology established Regulatory Resolution No. 530, published on December 21, 2012 by ANEEL, for calculation of the annual quotas/portions corresponding to the energy from the Angra 1 and Angra 2 power plants and the conditions for sale of that energy, as per Article 11 of Law No. 12.111/2009. The subsidiary has a negative net current capital of R$ 241,869 (December 31, 2014 – R$ 1,127,268), accrued losses of R$ 6,877,187 (as of December 31, 2014 – R$ 1,759,129); and unsecured liabilities of R$ 351,588 (shareholders’ equity as of December 31, 2014 – R$ 4,796,475), and depends upon the financial support granted by the Company.

b) Eletrosul Centrais Elétricas S.A. – its main purpose is transmission and generation of electricity directly or through holdings in Specific Purpose Companies. The Company performs studies, projects, construction, operation, and maintenance of facilities for electricity transmission and generation systems, such activities which are regulated.

c) Companhia Hidro Elétrica do São Francisco – CHESF – electricity utility concessionaire whose purpose is to generate, transmit, and commercialize electricity. Its generation and hydrothermal system predominantly uses hydroelectric plants, which account for 97% of total production. CHESF operations in electricity generation include 14 hydroelectric plants and 1 thermoelectric plant, for a total installed power of 10,615 MW*, and in the transmission activity the system is comprised of 115 substations and 19,669 Km* of high tension lines.

On December 31, 2015, procedures required for effective removal of CTEEP as shareholder of SPE Extremoz Transmissora do Nordeste – ETN S.A. were concluded before the regulating agency – ANEEL. Thus, the subsidiary Chesf now holds 100.0% of shares of Extremoz.

In the end of 2015, Chesf acquired shareholding control of SPE Tamanduá Mirim 2 Energia S.A., part of the Complexo Eólico Pindaí III, upon final dilution of the shareholding position of Sequoia Capital Ltda. in this enterprise.

Thus, the Subsidiary Chesf now holds 83.01% of the shares of this enterprise.

 

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d) Centrais Elétricas do Norte do Brasil S.A. – Eletronorte – public utility electricity concessionaire, controlled by the Company, with operations primarily in the State of Acre, Amapá, Amazonas, Maranhão, Mato Grosso, Pará, Rondônia, Roraima, and Tocantins. The operations of the Company with electricity generation include 4 hydroelectric plants, with installed capacity of 8,860.05 MW* and 6 thermoelectric plants, with capacity of 479.97 MW*, giving an installed capacity of 9,340.02 MW*. Electricity transmission is made using a system comprised of 9,287.13 Km* of transmission lines, 45 substations in the National Interconnected System (SIN), 695.89 Km* of transmission lines, 10 substations in the isolated system, totaling 9,983.02 Km* of transmission lines and 55 substations.

e) Furnas Centrais Elétricas S.A. (FURNAS) – this Company subsidiary acts in generation, transmission, and commercialization, predominantly in the region covered by the Federal District and the States of São Paulo, Minas Gerais, Rio de Janeiro, Paraná, Espírito Santo, Goiás, Mato Grosso, Pará, Tocantins, Rondônia, Rio Grande do Sul, Santa Catarina, Rio Grande do Norte, Ceará, and Bahia, in addition to holding stakes in Specific Purpose Companies. The electricity production system operated by Furnas is comprised of 10 wholly owned hydroelectric plants, 2 hydroelectric plants in partnership with private enterprise, with an installed capacity of 8,327 MW*, and 2 thermoelectric plants with 962 MW* of capacity, totaling 9,289 MW*.

f) Companhia de Geração Térmica de Energia Elétrica – CGTEE – its main company purpose is to conduct studies, plans, construction, and operation of facilities for electricity transmission and generation systems, such activities which are regulated. The Company holds generation concessions for the following thermoelectric plants: Presidente Médici Plant, Phases A and B, located in the municipality of Candiota; São Jerônimo Plant, located in the municipality of São Jerônimo; and the NUTEPA Plant, located in the municipality of Porto Alegre, all in the State of Rio Grande do Sul. This subsidiary has negative net current capital of R$ 599,918 (December 31, 2014 – R$ 392,282).

On December 31, 2015, CGTEE showed accumulated retained losses of R$ 2,017,708, this after accumulated retained losses of R$ 1,369,341 reported on December 31, 2014. The statement of earnings established negative shareholders´equity of R$ 1,210,628 (negative shareholders´equity of R$ 553,052 on December 31, 2014).

Given the current scenario, CGTEE is in negotiations with Eletrobras to determine actions in order to allow technical and financial recovery, and depends on the financial support by Eletrobras for operational maintenance, as well as for any future investments which are necessary.

(g) Amazonas GT. – its main activities are power generation and transmission in the State of Amazonas. The subsidiary has negative net current capital of R$ 517,988, shareholders’ equity of R$ 192,667 and accumulated retained losses of R$ 243,206 and depends on the financial support of the Company. On July 1, 2015, the subsidiary was incorporated as subsidiary of Amazonas D, due to unbundling process of Amazonas Energia (see Note 1).

(*) information not audited by independent auditors

 

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16.5.3 – Other Companies (associates, unless otherwise stated)

a) Companhia Energética do Maranhão – CEMAR – electricity utility concessionaire, which plans, constructs, and explores electricity sub-transmission, transformation, distribution, and commercialization systems.

The Company holds concessions for electricity distribution in 217 municipalities in the State of Maranhão, under Concession Agreement No. 60 of August 28, 2000, executed with ANEEL, which remains effective through August 2030, and can be extended for another 30-year period.

b) Eletrobras Participações S.A. – Eletropar – Company subsidiary with business purpose of investment in other companies. On December 15, 2015, the General Meeting of Creditors of Eletronet S.A., where Eletropar is shareholder, deliberated for the settlement of Eletronet obligations, requesting a judicial statement of extinction of obligations and end of bankruptcy, with resumption of the regular course of activities and production of other applicable effects.

c) Companhia Estadual de Geração e Transmissão de Energia Elétrica – CEEE-GT – a publicly traded company whose majority shareholder is the State of Rio Grande do Sul, through the Companhia Estadual de Energia Elétrica Participações – CEEE-Par, which holds 65.92% of the total capital stock. The Concessionaire has as its purpose to explore electricity production and transmission systems.

d) Companhia Estadual de Distribuição de Energia Elétrica – CEEE-D – a publicly traded company whose majority shareholder is the State of Rio Grande do Sul, through the Companhia Estadual de Energia Elétrica Participações – CEEE-Par, which holds 65.92% of the total capital stock. The Concessionaire has as its purpose the distribution of electricity in 72 municipalities of Rio Grande do Sul, serving some 4 million consumer units.

e) Companhia Transmissão de Energia Elétrica Paulista – CTEEP – a publicly traded company authorized to operate as electricity utility concessionaire, having as its main activities the planning, construction, and operation of electricity transmission systems.

f) Empresa Metropolitana de Águas e Energia S.A. – EMAE – the concessionaire of a hydroenergy complex located in Alto Tietê, centered on the Henry Borden Hydroelectric Plant. EMAE also has the UHE Rasgão and the UHE Porto Góes, both on the Tietê River. In the Paraíba Valley, municipality of Pindamonhangaba, UHE Isabel is installed, which is currently not operating. On December 31, 2015, this associate had net current capital of R$ 112,812 (December 31, 2014 – R$ 116,473).

g) Centrais Elétricas Matogrossenses S.A.- CEMAT – a publicly traded company under the equity control of Energisa, S.A., acting in the electricity distribution area, in addition to generation using thermal plants to serve isolated systems in its concession area, which covers the State of Mato Grosso, serving consumers in 141 municipalities. Pursuant to Concession Agreement 03/1997, signed on December 11, 1997, the concession term is for 30 years, with expiration on December 11, 2027, renewable for an additional 30-year period. In addition to the distribution agreement, the Company has Generation Concession Agreement 04/1997, for 3 Thermoelectric Plants with their respective associated substations, with expiration on December 10, 2027.

h) Norte Energia S.A. – a specific purpose company, privately held, with the purpose of conducting all activities necessary for installation, operation, maintenance, and exploration of the Belo Monte Hydroelectric Plant (UHE Belo Monte) on the River Xingu, located in the State of Pará, and of the facilities for transmission with interest restricted to the generating plant. The associate holds 49.98% of the capital stock of Norte Energia. This subsidiary has spent significant sums on costs for organization, development and pre-operation, which, according to estimates and projections, should be absorbed by revenue from future operations. The associate will need financial

 

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resources from its shareholders and from third parties in significant amounts in order to complete its Hydroelectric Plant. On December 31, 2015, the subsidiary had negative net current capital of R$ 359,526 (December 31, 2014- net current capital of R$ 175,280).

i) Madeira Energia S.A. – a privately held company, incorporated on August 27, 2007, with the purpose of construction and exploration of the Santo Antonio Hydroelectric Plant located along the River Madeira, municipality of Porto Velho, State of Rondônia, and of its Associated Transmission System. The Company holds 39% of the capital stock of Madeira Energia. The associate is incurring expenses for development of the project for construction of the Santo Antonio Hydroelectric Plant, which, according to financial projections prepared by its administration, should be absorbed by future revenue from operations.

On December 31, 2015, the associate Madeira Energia S.A. (MESA), in which the subsidiary Furnas holds a 39% stake, had net current liabilities totaling R$ 543,238. In order to correct its negative current capital, the associate enjoys financial support from its shareholders. Part of the financial status of MESA is affected by recognition of a provision for losses on the part of the expected value of revenue from reimbursable expenditures with the Consórcio Construtor Santo Antônio (CCSA).

This receivable originated from the signing of the 2nd addendum to the Concession Agreement with the ANEEL, based on submission of a timeline for commercial operations by the CCSA, anticipating, for the second time, the launch of operations of the generating units, such commitment being signed then, as part of the Contract for Installation of the Santo Antonio UHE and the “Terms and Conditions”. However, this timeline was not fully met, meaning that the net result of this calculation generates for MESA a right to compensation with the CCSA.

In order to calculate this reimbursable expenditure, the CCSA requested application of Clause 31.1.2.1.1 of the EPC Contract, which presents a contractual limit of R$ 122.00/MWh* for transfer of the cost for purchase of energy. In light of this consideration, the MESA Administration conducted, during the fiscal year ending on December 31, 2014, additional review, including various legal aspects, changing its estimate as to the realizable value of the asset (the above-mentioned right to be refunded by CCSA). As such, for the total value of the reimbursable expenditure of R$ 1,509,441, a provision was recorded for losses and the amount in December 31, 2015 was R$ 678,551 (R$ 678,551 on December 31, 2014), reflecting the expected value to be received of R$ 830,890 (R$ 756,227 on December 31, 2014).

In order to solve questions regarding the use of the contractual limit considered in the calculation of part of the net results of anticipation of the go-live schedule of the plant, provided for in the second Amendment to the Concession Contract executed with the National Agency of Energy (“ANEEL”), which gave rise to the impairment, the Subsidiary has requested, before the International Chamber of Commerce (“ICC”), the filing of an arbitral procedure against CCSA, and such procedure is subject to confidentiality terms, under the terms in the Rules of Arbitration of the ICC. On December 31, 2015, the procedure waits for the creation of the arbitral tribunal.

MESA and CCSA are in talks to formalize an agreement regarding the method and term for settlement of the dispute.

The Board of Directors, during meeting No. 002/452, recommended that Furnas take the necessary actions in the appropriate government spheres, in order to preserve the debts owed by CCSA to SAESA, so as to review the damages to SPE, and as such, the effects for Furnas, given its equity stake in SPE.

 

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j) ESBR Participações S.A. (ESBRP) – ESBR Participações S.A. (“ESBRP”), a privately held company, has its sole company purpose investment in the Specific Purpose Company (SPE) called Energia Sustentável do Brasil S.A. (“ESBR”), which holds the concessions for use of public good for exploration of the Jirau Hydroelectric Plant, currently being constructed on the Madeira River in the State of Rondônia. The Company holds 40% of ESBRP capital. On December 31, 2015, the associate had negative net current capital of R$ 513,443 (December 31, 2014 – R$ 212,793), accumulated retained losses of R$ 2,112,648 (December 31, 2014 – R$ 1,413,299) and shareholders’ equity of R$ 7,019,063 (December 31, 2014 – R$ 7,268,412).

k) Interligação Elétrica do Madeira S.A. (IEMadeira) – IEMadeira was incorporated on December 18, 2008 with the purpose of exploring the concession for public utility electricity transmission, particularly the transmission lines and substations connected to Lots D and F from Tender No. 007/2008 of ANEEL:

The Porto Velho – Araraquara transmission line entered into commercial operation on August 1, 2013. The Inverting and Correcting stations entered into commercial operation on May 12, 2014. The company holds 49% of IE Madeira capital.

l) Manaus Transmissora de Energia S.A. – Manaus Transmissora de Energia S.A. is a privately held company, incorporated on April 22, 2008, with the specific purpose of exploring public utility concessions for electricity transmission, provided by way of installation, operation, maintenance, and construction of transmission installations for the Brazilian interconnected electrical system, according to the standards established in legislation and regulations in effect.

The SPE holds concession for construction, operation, and maintenance of transmission installations for 500 kV* Oriximiná/Cariri CD, SE Itacoatiara 500/138 kV*, and SE Cariri 500/230kV* Transmission Line.

The concession agreement was signed on October 16, 2008 for a period of thirty years; operating activities began in 2013.

The Company holds 49.50% of the capital from Manaus Transmissora de Energia S.A.

(*) information not audited by independent auditors.

16.5.4. – Companies under Management

a) Companhia de Eletricidade do Amapá – CEA – on November 12, 2012, the Company signed a memorandum of understanding, seeking to participate in the financial restructuring process of the company Companhia de Eletricidade do Amapá – CEA.

The Company and the Government of the State of Amapá entered into a Shareholders Agreement and a Management Agreement on September 12, 2013, seeking to achieve economic/financial recovery of CEA which, after implementation in full, offers the option for purchase by the Company of equity control of the recovered company. To this end, the Company assumes executive management of CEA, through its majority representation on the Board of Directors, and through indication of two members of the Executive Board of CEA, which will subsequently be replaced by professionals contracted from the market.

 

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In this process, the Government of the State of Amapá obtained financing from the Federal Government, in order to settle debts of CEA with the Eletrobras System and other providers, in addition to preparing a Contingency Plan that will be forwarded for approval by ANEEL.

b) Companhia Energética de Roraima – CERR – on November 26, 2012, the Company signed a memorandum of understanding, seeking to participate in the financial restructuring process of the company Companhia Energética de Roraima – CERR. This process establishes that the Company may assume control of CERR through acquisition of equity control of the company.

The Company and the Government of the State of Roraima initially entered into a Shareholders Agreement and a Management Agreement, respecting the necessary authorizations, seeking to achieve economic/financial recovery of CERR which, after implementation in full, offers the option for purchase by the Company of equity control of the recovered company. To this end, the Company assumes executive management of CERR, through its majority representation on the Board of Directors, and through indication of two members of the Executive Board of CERR, which will subsequently be replaced by professionals contracted from the market.

In this process, the Government of the State of Roraima obtained financing, in order to settle debts of CERR with the Eletrobras System and other providers, in addition to preparing a Contingency Plan that will be forwarded for approval by ANEEL.

16.5.5. – Specific Purpose Entities

During recent years, the Eletrobras System Companies have formalized investments in partners for projects with private business, where the Company serves as a minority shareholder, while retaining preferential shares. These projects seek to involve the Company in the electricity generation and transmission sector, and their values are reflected under Assets - Investments.

In this same regard, considering the need to expand investment in the Electricity Sector, the companies controlled by the Company hold stakes, also as minority shareholders, with ordinary shares, in various companies with concession to provide electricity services, classified under Assets - Investments. The most significant investments whereby the Company and its subsidiaries hold stakes in specific purpose companies are the following:

 

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Investments on Subsidiaries under Joint Control

Name

  

Purpose

  

Company

   % Share  

Other shareholders

   % share   Status   

Office

Sistema de Transmissão Nordeste - STN

   Transmission    Chesf    49%   Alusa    51%   In operation    Brazil

Manaus Construtora Ltda.

  

Construction -

Transmission

   Chesf    19.5%   Abengoa Holding    50.5%   In operation    Brazil
      Eletronorte    30%          

Energia Sustentável do Brasil - ESBR

   Generation - UHE Jirau    Chesf    20%  

GDF Suez Energy

Latin America

Ltda.

   40%   In operation    Brazil
      Eletrosul    20%   Mizha Participações S.A    20%     

Intesa - Integração Transmissora de Energia

   Transmission    Chesf    12%   FIP    51%   In operation    Brazil
      Eletronorte    37%          

Interligação Elétrica do Madeira S.A

   Transmission    Chesf    24.5%   CTEEP    51%   In operation    Brazil
      Furnas    25%          

TDG - Transmissora Delmiro
Gouveia S.A

   Transmission    Chesf    49%   ATP Engenharia Ltda    51%   Pre-operation    Brazil

Norte Energia S.A

  

Generation -

UHE Belo

Monte

   Chesf    15%   Petros    10%   Pre-operation    Brazil
      Eletronorte    19.98%   Outros    39.77%     
      Eletrobras    15%          

Empresa Transmissora do Alto Uruguai - ETAU

   Transmission    Eletrosul    27.4%   TAESA    52.6%   In operation    Brazil
           DME Energetica    10%     
           CGTEE - GT    10%     

Enerpeixe S.A.

   Generation - UHE Peixei Angical    Furnas    40%   EDP    60%   In operation    Brazil

Norte Brasil Transmissora de Energia S.A

   Transmission    Eletronorte    49%   Abengoa Concessions Brasil Holding S.A    51%   In operation    Brazil

 

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Investments on Subsidiaries under Joint Control

Name

  

Purpose

  

Company

   % Share  

Other shareholders

   % share    

Status

  

Office

Fronteira Oeste Trasnmissora de Energia S.A

   Transmission    Eletrosul    51%   CEEE-GT      49%      In operation    Brazil

Amazônia Eletronorte Transmissora de Energia

   Transmission    Eletronorte    49%   Bimetal      26.99%      In operation    Brazil
           Alubar      10.76%        
           Linear      13.25%        

Amapari Energia S.A

   Generation - UTE Serra do Navio    Eletronorte    49%   MPX Energia S.A      51%      In operation    Brazil

Brasnorte Transmissora de Energia S.A.

   Transmission    Eletronorte    49.71%   Taesa      38.7%      In operation    Brazil

Companhia Transudeste de Transmissão

   Transmission    Furnas    25%   Alusa      41%      In operation    Brazil
           Cemig      24%        
           EATE      10%        

Companhia Transirapé de Transmissão

   Transmission    Furnas    24.5%   Alusa      41%      In operation    Brazil
           Cemig      24%        
           EATE      10%        

Chapecoense

  

Generation - UHE Foz do

Chapecó

   Furnas    40%   CPFL      51%      In operation    Uruguay
           CEEE-GT      9%        

Serra do Facão Energia

  

Generation -

UHE Serra do Facão

   Furnas    49.47%   Alcoa Alumínio      34.97%      In operation    Brazil
           DME Energética      10.08%        
           Camargo Corrêa      5.48%        

Retiro Baixo

   Generation - Retiro Baixo    Furnas    49%   Orteng      25.5%      In operation    Brazil
           Arcadis Logos      25.5%        

Baguari Energia

   Generation - UHE Baguari    Furnas    30.62%   Cemig      69.38%      In operation    Brazil

Companhia de Transmissão Centroeste de Minas

   Transmission    Furnas    49%   Cemig      51%      In operation    Brazil

Transenergia Renovável S.A.

   Transmission    Furnas    49%   Malucelli      51%      In operation    Brazil

Eólicas Junco I, Junco II, Caiçara I e Caiçara II

   Transmission    Chesf    49%   Empresa Francesa Votalia      51%      Pre-operation    Brazil

Complexo Sento Sé I

   Generation - EOL Pedra Branca, EOL São Pedro do Lago, EOL Sete Gameleiras    Chesf    49%   Brennand Energia      51%      In operation    Brazil

Iterligação Elétrica Garanhuns S.A

   Transmission    Chesf    49%   CTEEP      51%      Pre-operation    Brazil

Chuí Holding

   Generation - Parque Eólico    Eletrosul    49%   Rio Bravo      51%      In operation    Brazil

Livramento

   Generation - Cerro Chato    Eletrosul    52.5%   Rio Bravo      41%      In operation    Brazil
           Elos      6.5%        

Santa Vitória do Palmar

   Generation - Verace I ao X    Eletrosul    49%   Rio Bravo      51%      In operation    Brazil

TSBE - Transmissora Sul Brasileira de Energia S/A

   Transmission    Eletrosul    80%   Copel      20%      In operation    Brazil

TSLE - Transmissora Sul Litorânia de Energia S.A

   Transmission    Eletrosul    51%   CEEE      49%      In operation    Brazil

Marumbi Transmissora de Energia S.A

   Transmission    Eletrosul    20%   Copel      80%      In operation    Brazil

Costa Oeste Transmissora de Energia

   Transmission    Eletrosul    49%   Copel - 51%      51%      In operation    Brazil

Teles Pires Participações S.A

   Generation - UHE Teles Pires    Eletrosul    24.7%   Neoenergia      50.6%      In operation    Brazil
      Furnas    24.7%          

 

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Investments on Subsidiaries under Joint Control

Name

  Purpose   Company   % Share   Other shareholders   % share   Status   Office

Transmissora Matogrossense de Energia S.A.

  Transmission   Eletronorte   49%   Alupar   46%   In operation   Brazil
        Mavi   5%    

Construtora Integração

  Transmission   Eletronorte   49%   Abengoa   51%   In operation   Brazil

Transnorte Energia S.A.

  Transmission   Eletronorte   49%   Alupar   51%   Pre-operation   Brazil

Brasvento Eolo Geradora Energia

  Generation -   Eletronorte   24.5%   J.Malucelli   51%   In operation   Brazil
  EOL Rei dos   Furnas   24.50%        

Brasventos Miassaba 3 Geradora

  Generation -   Eletronorte   24.5%   J.Malucelli   51%   Pre-operation   Brazil
  EOL Miassaba   Furnas   24.5%        

Rei dos Ventos 3 Geradora

  Generation -   Eletronorte   24.5%   J.Malucelli   51%   Pre-operation   Brazil
  EOL Rei dos   Furnas   24.5%        

Luziânia – Niquelândia Transmissora S.A.

  Transmission   Furnas   49%   State Grid
Corporation of
China
  51%   Pre-operation   Brazil

Caldas Novas Transmissão

  Transmission   Furnas   49.9%   Desenvix   22.5%     Brazil
        Santa Rita   12.5%    
        CEL   12.52%    

Goiás Trasnmissão S.A

  Transmission   Furnas   49%   Bogotá   51%   In operation   Brazil

Madeira Energia S.A

  Generation -   Furnas   39%   Odebrecht Energia   18.6%   In operation   Brazil
  UHE Santo       Andrade Gutierrez   12.4%    
  Antônio       Cemig   10%    
        FIP   20%    

MGE - Transmissão

  Transmission   Furnas   49%   Desenvix   20%   In operation   Brazil
        J.Malucelli Energia   31%    

Triângulo Mineiro Transmissora S.A.

  Transmission   Furnas   49%   FIP - 51%   51%     Brazil

Paranaíba Transmissora de Energia S.A.

  Transmission   Furnas   24.5%   Copel   24.5%   In operation   Brazil
        State Grid   51%    

Central Eólica Famosa I

  Generation -
Parque Eólico
Famosa I
  Furnas   49%   PF Participações
Ltda
  51%   Pre-operation   Brazil

Central Eólica Pau Brasil

  Generation -
Parque Eólico
Pau Brasil
  Furnas   49%   PF Participações
Ltda
  51%   Pre-operation   Brazil

Central Eólica Rosada

  Generation -
Parque EOL
Rosada
  Furnas   49%   PF Participações
Ltda
  51%   Pre-operation   Brazil

Central Eólica de São Paulo

  Generation -
Parque EOL
Rosada
  Furnas   49%   PF Participações
Ltda
  51%   Pre-operation   Brazil

Vale do São Bartolomeu

  Transmission   Furnas   39%   FIP   51%   Pre-operation   Brazil
        CELG GT   10%    

Punaú I

  Generation -   Furnas   49%   FIP   50.99%   Pre-operation   Brazil
  EOL Punaú I       CGE Punaú I   0.01%    

Carnaúba I

  Generation -   Furnas   49%   FIP   50.99%   Pre-operation   Brazil
  EOL Carnaúba I       CGE Carnaúba I   0.01%    

Carnaúba II

  Generation -   Furnas   49%   FIP   50.99%   Pre-operation   Brazil
  EOL Carnaúba       CGE Carnaúba II   0.01%    

 

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Investments on Subsidiaries under Joint Control

Name

  

Purpose

  

Company

   % Share  

Other shareholders

   % share  

Status

  

Office

Carnaúba III

   Generation -    Furnas    49%   FIP    50.99%   Pre-operation    Brazil
   EOL Carnaúba         CGE Carnaúba III    0.01%     

Carnaúba V

   Generation -    Furnas    49%   FIP    50.99%   Pre-operation    Brazil
   EOL Carnaúba         CGE Carnaúba V    0.01%     

Cervantes I

   Generation -    Furnas    49%   FIP    50.99%   Pre-operation    Brazil
   EOL Cervantes         CGE Cervantes I    0.01%     

Cervantes II

   Generation -    Furnas    49%   FIP    50.99%   Pre-operation    Brazil
   EOL Cervantes         CGE Cervantes II    0.01%     

Bom Jesus

   Generation - EOL Bom Jesus    Furnas    49%   FIP    51%   Pre-operation    Brazil

Cachoeira

   Generation - EOL Cachoeira    Furnas    49%   FIP    51%   Pre-operation    Brazil

Pitimbu

   Generation - EOL Pitimbu    Furnas    49%   FIP    51%   Pre-operation    Brazil

São Caetano I

   Generation - EOL São Caetano I    Furnas    49%   FIP    51%   Pre-operation    Brazil

São Caetano

   Generation - EOL São Caetano    Furnas    49%   FIP    51%   Pre-operation    Brazil

São Galvão

   Generation - EOL São Galvão    Furnas    49%   FIP    51%   Pre-operation    Brazil

Companhia Energética Sinop S.A

   Generation -    Eletronorte    24.5%   FIP    51%   Pre-operation    Brazil
   UHE Sinop    Furnas    25%          

Belo Monte Transmissora de Energia S.A

   Transmission    Eletronorte    24.5%   State Grid Brazil Holding (SGBH)    51%   Pre-operation    Brazil
      Furnas    24.5%          

Três Irmãos

   Generation - UHE Três Irmãos    Furnas    49.9%   Fundo de Investimento em Participações Constantinopla    50.1%   Pre-operation    Brazil

São Manoel

   Generation -    Furnas    33.3%   CWEI (Brasil)    33.3%   Pre-operation    Brazil
   UHE São         Participações        
   Manoel         EDP Brasil    33.4%     

Itaguaçu da Bahia

   Generation -    Furnas    49%  

Salus Fundo de

Investimento

   49%   Pre-operation    Brazil
   EOL Itaguaçu                
   da Bahia         Casa dos Ventos Energia Renovável    2%     

Complexo Sento Sé II

   Generation - EOL Baraúnas    Chesf    49%   Brennand Energia S.A    50.9%   In operation    Brazil
   I; Morro Branco I e         Brennand Energia Eólica    0.1%     

Complexo Sento Sé III

  

Generation - EOL Baraúnas

  

Chesf

   49%  

Brennand Energia S.A

   50.9%  

In operation

  

Brazil

   II e Banda de Couro         Brennand Energia Eólica    0.1%     

 

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Investments on Subsidiaries under Joint Control

Name

   Purpose    Company    % Share  

Other shareholders

   % share   Status    Office

Complexo Chapada do Piauí I

   Generation -
EOL Ventos de

Santa Joana IX
ao XIII; XV e

XVI

   Chesf    49%   ContourGlobal do Brasil Holding    36%   In operation    Brazil
           Salus - Fundo de Investimento em Participações    14.9%     
           Ventos Santa Joana Energias    0.1%     

Complexo Chapada do Piauí II

   Generation -
EOL Ventos de

Santa Joana I,
III ao V, VI e

Ventos Santo

Augusto IV

   Chesf    49%   ContourGlobal do Brasil Holding    46%   In operation    Brazil
           Salus - Fundo de Investimento em Participações    4.9%     
           Ventos Santa Joana Energias    0.1%     

Complexo Serra das Vacas

   Generation -
EOL Serra das

Vacas I - IV

   Chesf    49%   PEC Energia    51%   In operation    Brazil

Transenergia São Paulo

   Transmission    Furnas    49%   J.Malucelli    51%   In operation    Brazil

Lago Azul Transmissora

   Transmission    Furnas    49.9%   Celg Generation e Transmissão    50.1%   In operation    Brazil

Mata de Sta. Genebra Transmissora

   Transmission    Furnas    49.9%   Copel Generation e Transmissão    50.1%   In operation    Brazil

Energia Olímpica

   Transmission    Furnas    49.9%   Light S.A    50.1%   Pre-operation    Brazil

Manaus Transmissora de Energia S.A

   Transmission    Eletronorte    30%  

Abengoa Concessions Brasil

Holding

   50.5%   In operation    Brazil
      Chesf    19.5%          

Inambari

   UHE Inambari    Furnas    19.6%   OAS    51%   Suspended    Brazil/

Peru

      Eletrobras    29.4%          

Companhia Transleste de Transmissão

   Transmission    Furnas    25%  

Alusa

   41%   In operation    Brazil
           Cemig    24%     
           EATE    10%     

 

(*) Information not audited by independent auditors.

 

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16.6 – Stocks in guarantee

Taking into consideration the fact that the Company has several pending judicial proceedings in which it stands as defendant (See Note 31), stocks are offered in guarantee, in the appeals of these judicial proceedings, which represent 8.60% (7.25% on December 31, 2014) of the total investment portfolio, as follows:

 

12/31/2015

 

EQUITY

   INVESTMENT
VALUE
     BLOCKING
PERCENTAGE
    BLOCKED
INVESTMENT
 

CTEEP

     924,185         99.55     920,026   

EMAE

     296,828         100.00     296,828   

CESP

     87,023         98.32     85,561   

AES TIETE

     437,532         100.00     437,532   

COELCE

     196,429         51.36     100,886   

CGEEP

     17,662         100.00     17,662   

ENERGISA MT

     385,318         89.06     343,164   

CELPA

     42,379         100.00     42,379   

CELPE

     28,859         100.00     28,859   

CEEE - GT

     448,274         100.00     448,274   

CELESC

     41,513         96.26     39,960   

ENERGISA

     124,104         90.29     112,054   

CEMAR

     653,419         97.62     637,868   
  

 

 

      

 

 

 

SUBTOTAL

     3,683,525         8.60     3,511,053   
  

 

 

      

 

 

 

 

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NOTE 17 – FIXED ASS ETS

The items under fixed assets relate primarily to infrastructure for electricity generation under non -extended concession, pursuant to the terms of Law No. 12,783/13.

The property that comprises the fixed assets of the Company, listed and identified as public utility concession assets, cannot be sold or given in guarantee to third parties.

Special Obligations (obligations relating to concessions) correspond to funds received from consumers with the purpose of contributing to the execution of the expansion projects necessary to meet electricity supply requests and are allocated to the corresponding projects. The assets acquired with the corresponding funds are recorded under the fixed assets of the Company, pursuant to the provisions established by ANEEL. By virtue of the nature of these contributions, they do not represent effective financial obligations, as they will not be returned to the consumers.

 

     12/31/2015  
     Gross value      Accumulated
depreciation
    Obligations linked
to the Concession
    Impairment
(a)
    Net Value  

In service

           

Generation

     46,003,180         (21,740,065     (633,602     (8,540,131     15,089,382   

Management

     2,444,828         (1,445,137     (25,518     —          974,173   

Distribution

     1,398,468         (441,647     —          —          956,821   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
     49,846,476         (23,626,849     (659,120     (8,540,131     17,020,376   

In progress

              —     

Generation

     11,659,196         —          —          —          11,659,196   

Management

     799,908         —          —          —          799,908   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
     12,459,104         —          —          —          12,459,104   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
     62,305,580         (23,626,849     (659,120     (8,540,131     29,479,479   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
     12/31/2014  
     Gross value      Accumulated
depreciation
    Obligations linked
to the Concession
    Impairment
(a)
    Net Value  

In service

           

Generation

     43,466,067         (19,292,806     (455,808     (2,955,233     20,762,220   

Management

     2,396,288         (1,302,020     (26,927     —          1,067,341   

Distribution

     1,398,468         (383,950     —          —          1,014,518   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
     47,260,823         (20,978,776     (482,735     (2,955,233     22,844,079   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

In progress

           

Generation

     7,547,759         —          —          —          7,547,759   

Management

     713,710         —          —          —          713,710   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
     8,261,469         —          —          —          8,261,469   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
     55,522,292         (20,978,776     (482,735     (2,955,233     31,105,548   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) See note 20, Impairment of long-term assets, and note 42, Operating Provisions, for further information.
(b) See note 4 - XI, Risks related to compliance with laws and regulations

 

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Table of Contents

Adjustments in Fixed Assets

 

    Balance on
12/31/2014
    Additions     Transfers     Deductions     Reclassification of
Financial Asset
(Unbundling)
    Investigation
findings (b)
    Reclassification of
Intangible (Unbundling)
    Balance on
12/31/2015
 

Generation / Trade

               

In service

    43,466,067        886        776,531        (304,835     1,349,221        —          715,310        46,003,180   

Accrued depreciation

    (19,292,806     (1,226,683     (10,486     57,138        (914,576     —          (352,652     (21,740,065

In progress

    7,547,759        3,908,372        (804,186     (54,567     1,022,207        (15,996     55,606        11,659,196   

Provision for recovery of assets (impairment) (a)

    (2,955,233     (5,729,304     —          167,261        —          11,514        (34,369     (8,540,131

Special Obligations Linked to the Concession

    (455,808     —          (86,113     4,084        (87,157     —          (8,608     (633,602
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    28,309,979        (3,046,729     (124,254     (130,919     1,369,695        (4,482     375,287        26,748,577   

Distribution

               

Lease

    1,398,468        —          —          —          —          —          —          1,398,468   

Accrued depreciation

    (383,950     (57,697     —          —          —          —          —          (441,647
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    1,014,518        (57,697     —          —          —          —          —          956,821   

Management

               

In service

    2,396,288        24,358        34,701        (10,519     —          —          —          2,444,828   

Accrued depreciation

    (1,302,020     (132,790     (22,854     12,527        —          —          —          (1,445,137

In progress

    713,710        206,275        (84,236     (35,841     —          —          —          799,908   

Special Obligations Linked to the Concession

    (26,927     —          —          1,409        —          —          —          (25,518
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    1,781,051        97,843        (72,389     (32,424     —          —          —          1,774,081   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL

    31,105,548        (3,006,583     (196,643     (163,343     1,369,695        (4,482     375,287        29,479,479   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Balance on
12/31/2013
Revised
    Additions     Transfers     Deductions     Acquisition of
subsidiary
    Investigation
findings (b)
    Balance on
12/31/2014
 

Generation / Trade

              

In service

     41,832,824        2,694        1,549,753        80,796        —            43,466,067   

Accrued depreciation

     (18,140,950     (1,190,061     (5,887     44,092        —          —          (19,292,806

In progress

     7,059,539        2,594,000        (1,798,121     (112,532     —          (195,127     7,547,759   

Provision for recovery of assets (impairment) (a)

     (2,699,425     (731,552     22,273        321,028        —          132,443        (2,955,233

Special Obligations Linked to the Concession

     (460,289     —          —          4,481        —          —          (455,808
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     27,591,699        675,081        (231,982     337,865        —          (62,684     28,309,979   
             —     

Distribution

             —     

Lease

     1,398,468        —          —          —          —          —          1,398,468   

Accrued depreciation

     (326,310     (57,640     —          —          —          —          (383,950
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     1,072,158        (57,640     —          —          —          —          1,014,518   
             —     

Management

             —     

In service

     2,112,331        111,902        87,572        (31,768     116,251        —          2,396,288   

Accrued depreciation

     (1,179,851     (148,973     (20,889     47,693        —          —          (1,302,020

In progress

     679,380        93,262        (78,532     (12,601     32,201        —          713,710   

Special Obligations Linked to the Concession

     (28,212     —          —          2,927        (1,642     —          (26,927
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     1,583,648        56,191        (11,849     6,251        146,810        —          1,781,051   
                 —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL

     30,247,505        673,632        (243,831     344,116        146,810        (62,684     31,105,548   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) See note 20 – Recoverable Value of Long-Term Assets and Note 42 – Operating Provisions ( reversions)
(b) See note 4 - XI, Risks related to compliance with laws and regulations

 

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Table of Contents
     Balance on
01/01/2013
Revised
    Additions     Transfers     Deductions     Impairment     Depreciation     Balance on
12/31/2013
Revised
 

Generation / Trade

              

In service

     37,524,420        224,330        4,121,201        (37,127     —          —          41,832,824   

Accrued depreciation

     (17,156,637     —          —          —          —          (1,239,918     (18,396,555

In progress

     8,808,361        2,490,820        (4,158,791     (80,851     —          —          7,059,539   

Lease

     1,338,787        —          —          —          —          (11,024     1,327,763   

Provision for recovery of assets (impairment) (a)

     (1,803,142     —          —          —          (896,283     —          (2,699,425
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     28,711,789        2,715,150        (37,590     (117,978     (896,283     (1,250,942     29,124,146   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Management

              

In service

     2,139,463        18,580        76,702        (122,415     —          —          2,112,331   

Accrued depreciation

     (1,130,055     —          —          —          —          (49,796     (1,179,851

In progress

     486,352        302,497        (102,026     (7,443     —          —          679,380   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     1,495,761        321,077        (25,324     (129,858     —          (49,796     1,611,860   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(-)Special Obligations Linked to the Concession

              

Accumulated Reintegration

     19,697        —          —          —          —          —          19,697   

Consumer Contributions

     —          —          —          —            —          —     

Federal Government Participation

     (177,802     —          —          2,835        —          —          (174,967

Donations and Grants for Investments

     —          —          —          —          —            —     

Federal Government, States and Municipality Participation

     (19,389     —          —          —          —          —          (19,389

Amortization Reserves

     (81,998     —          —          —          —          —          (81,998

Others

     (233,210     (2,997     —          —          —          4,363        (231,844
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     (492,702     (2,997     —          2,835        —          4,363        (488,501
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL

     29,714,848        3,033,230        (62,914     (245,001     (896,283     (1,285,351     30,247,505   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) See note 20 –Recoverable Value of Long-Term Assets and Note 42 – Operating Provisions ( reversions)

Average rate of depreciation and accumulated depreciation :

 

     12/31/2015      12/31/2014  
     Average
depreciation rate
    Accrued
depreciation
     Average
depreciation rate
    Accrued
depreciation
 

Generation

         

Hydraulic

     2.30     15,191,209         2.46     13,156,910   

Nuclear

     3.33     4,048,041         3.33     3,701,375   

Thermal

     3.80     2,418,294         2.43     2,350,124   

Wind

     6.88     81,935         4.00     62,051   

Commericalization

     3.16     586         3.15     22,346   
    

 

 

      

 

 

 
       21,740,065           19,292,806   

Distribution

     3.00     441,647         3.33     383,950   
    

 

 

      

 

 

 
       441,647           383,950   

Administration

     6.73     1,445,137         7.28     1,302,020   
    

 

 

      

 

 

 
       1,445,137           1,302,020   
    

 

 

      

 

 

 

Total

       23,626,849           20,978,776   
    

 

 

      

 

 

 

 

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Table of Contents

NOTE 18 – FINANCIAL ASSET – CONCESSIONS AND ITAIPU

 

     12/31/2015      12/31/2014  

Transmission Concessions

     

Financial Assets Annual Permitted Revenue

     10,807,585         8,769,660   

Financial Assets - Indemnifiable Concessions (*)

     8,365,177         8,253,130   
  

 

 

    

 

 

 
     19,172,762         17,022,790   

Distribution Concessions

     

Financial Assets - Indemnifiable Concessions

     4,119,004         7,495,755   

Parcel A and Other Financial

     86,102         740,257   
  

 

 

    

 

 

 
     4,205,106         8,236,012   

Generation Concessions

     

Financial Assets - Indemnifiable Concessions

     2,554,211         1,811,630   
  

 

 

    

 

 

 
     2,554,211         1,811,630   
  

 

 

    

 

 

 
     25,932,079         27,070,432   
  

 

 

    

 

 

 

Financial Asset Itaipu

     3,449,566         5,336,351   
  

 

 

    

 

 

 
     3,449,566         5,336,351   
  

 

 

    

 

 

 
     
  

 

 

    

 

 

 

Total financial assets

     29,381,645         32,406,783   
  

 

 

    

 

 

 

Financial Assets - Current

     965,212         3,437,521   

Financial Assets - Non-current

     28,416,433         28,969,262   
  

 

 

    

 

 

 

Total financial assets

     29,381,645         32,406,783   
  

 

 

    

 

 

 

 

(*) The amounts referring to the concession assets renewed according to Law 12,783/2013 and not yet ratified by the Grantor are presented in note 2.1.

 

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18.1. – Financial Assets of Itaipu

 

     12/31/2015      12/31/2014  

Accounts receivable

     4,797,458         1,997,498   

Compensation rights

     1,513,373         1,184,475   

Energy Suppliers - Itaipu

     (2,368,925      (2,648,864

Compensation obligations

     (3,570,899      1,854,513   
  

 

 

    

 

 

 

Total current assets

     371,007         2,387,622   
  

 

 

    

 

 

 

Accounts receivable

     1,043,873         1,007,361   

Compensation rights

     5,975,584         5,468,642   

Compensation obligations

     (3,940,898      (3,527,274
  

 

 

    

 

 

 

Total non-current assets

     3,078,559         2,948,729   
  

 

 

    

 

 

 

Total assets

     3,449,566         5,336,351   
  

 

 

    

 

 

 

The effects of establishing the Itaipu financial assets are shown above and are detailed as follows:

18.1.1. – Values Resulting from Commercialization of Binational Itaipu Electricity

a) Adjustment factor

Under Law 11,480/2007, the adjustment factor was withdrawn from the financing agreements formalized with Itaipu Binational, and of the debt assignment agreements signed with the National Treasury, since 2007, guaranteeing for the Company complete maintenance of its flow or receipts.

As a result, Decree No. 6,265 of November 22, 2007 was published, regulating the commercialization of electricity from Itaipu Binational, defining the differential to be applied in the rate of transfer, creating an asset relating to the part of the calculated annual differential, equal to the annual adjustment factor withdrawn from the financing, to be included annually in the rate of transfer, beginning in 2008, used by the Company, preserving the flow of resources, originally established.

In this manner, it came to be included in the rate of transfer of power from Itaipu Binational, beginning in 2008, the differential resulting from the removal of the annual adjustment factor, whose values are defined annually through joint ministerial directive of the Ministries of Treasury and Mines and Energy. In the rate of transfer in effect in 2015, the amount equal to US$ 386,085 is included, which was received by the Company through collection of distribution companies, authorized under directive MME/MF 598/2014.

 

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The balance resulting from the adjustment factor of Itaipu Binational, included under Financial Assets, presented in Noncurrent Assets, totals R$ 5,975,584 on December 31, 2015, equal to US$ 1,530,318 (December 31, 2014 – R$ 5,468,642, equal to US$ 2,058,822, of which R$ 3,940,898, equal to US$ 1,009,244, will be transferred to the National Treasury through 2023, as a result of the debt assignment operation performed between the Company and the National Treasury, in 1999.

These values will realized by their inclusion in the rate of transfer to be used through 2023.

b) Commercialization of electricity

Law 10,438 of April 26, 2002, attributed to the Company the responsibility for acquisition of all of the electricity produced by Itaipu Binational to be consumed in Brazil, becoming seller of that electricity.

In this manner, the equivalent of 131,218 GWh* (132,506 GWh* in 2014) was sold during 2015, while the power supply rate (purchase) used by Itaipu Binational is US$ 22.60/kW*, and the rate of transfer (sale) is US$ 38.07/KkW* (US$ 22.60/kW* - supply; US$ 26.05/kM* = rate of transfer in 2014).

The result of commercialization of the Itaipu Binational electricity, pursuant to the terms of Decree No. 4,550 of December 27, 2002, observing the amendments introduced under Decree No. 6,265 of November 22, 2007, is allocated as follows:

1) if positive, it must be allocated, by proportional rating, to the individual consumer, as a credit applied to the energy bills of consumers in the National Interconnected Electrical System under residential and rural categories, with monthly consumption less than 350 kWh*.

2) if negative, it is incorporated by ANEEL in calculating the rate of transfer of power contracted in the year after the result.

This commercialization operation does not impact the Company’s earnings, while pursuant to current regulations, a negative result represents an unconditional right to receipt, and if negative, an effective obligation.

In 2015, there was a surplus in this activity of R$ 5,048,840 (R$ 3,242,451 deficit on December 31, 2014), the resulting obligation having been included under financial assets.

 

(*) Information not examined by independent auditors

 

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18.2. – Financial Assets – Public utility electricity concession

The financial assets - concession header, in the amount of R$ 25,845,977 (December 31, 2014 - R$ 27,070,432) relates to the realizable financial assets held by the companies from the Eletrobras System, in the distribution concessions, calculated by applying the mixed model, and in generation and transmission concessions, by application of the financial model, both as established in IFRIC 12.

 

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18.3 – Amounts receivable from Parcel A and other financial components

On November 25, 2014, ANEEL decided to add the concession and permit agreements of the Brazilian electricity distribution companies, incorporating the balances of the receivables from Parcel A and other financial items in calculation of indemnity, when the concession expires. The aforementioned event requires that the balance be recorded of any differences from Parcel A and other financial components not yet recovered or liquidated.

18.3.1. Parcel A Variation Compensation Account - CVA

Joint Ministerial Directive of the Ministers of Treasury and Mines and Energy No. 25 of January 24, 2002, established the “Parcel A” Variation Compensation Account - CVA, with the purpose of recording the variations in cost, negative and positive, occurred in the period between annual rate adjustments, with respect to the items established in the electricity distribution concession agreements.

These variations are calculated based on the difference between the expenses effectively incurred and the expenses estimated at the time the rate is established in the annual rate adjustment. The values considered in the CVA undergo monetary adjustment based on the SELIC rate.

The totals recorded under current assets and liabilities relate to values already approved by ANEEL upon completion of the rate adjustment in 2015, and the totals recorded under noncurrent assets and liabilities represent an estimate of the CVA to be approved at the next rate adjustment in 2016.

 

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     12/31/2015      12/31/2014  

Parcel “A”

     

CVA

     

CCC

     1,219         1,161   

CDE

     208,466         16,934   

Basic Grid

     7,537         29,969   

Cost of Acquisition of Electricity

     169,591         542,755   

Transportation Itaipu

     —           157   

Transfer Itaipu

     —           546   

PROINFA

     (2,907      35,683   

ESS and EER

     (55,683      (152,751

Neutral Sector Fees

     (658      (17,288

Overcontract

     (169,615      156,916   

Other Financial Items

     (71,848      126,175   
  

 

 

    

 

 

 

Total values of Parcel A and other financial items

     86,102         740,257   
  

 

 

    

 

 

 

Current Assets

     578,654         606,984   

Non-current assets

     38,252         235,809   

Current liabilities

     (514,424      (96,863

Non-current liabilities

     (16,380      (5,673
  

 

 

    

 

 

 

Total

     86,102         740,257   
  

 

 

    

 

 

 

18.3.2. Other financial items

 

    CUSD financial adjustment - in adherence with the provisions from Article 7 of the Joint Ministerial Directive No. 25/2002;

 

    Neutrality of Sector Charges - this refers to calculation of the monthly differences between the values of each item from sector charges in the period of reference and the respective amounts included in the previous process;

 

    Exposure to Price Differences between Sub-markets - this refers to the rating of financial risks resulting from price differences between sub-markets, pursuant to Article 28 of Decree No. 5,163/2004.

 

    Energy Overcontracting Transfer/Short-term Market Exposure - pursuant to REN No. 255/2007, as amended by REN No. 305/2008 and 609/2014, and in accordance with the criteria established in Dispatch No. 4,225/2013;

 

    Eletronuclear Differential - corresponds to the difference between the rate used and the rate of reference between Furnas and Eletronuclear, as established by Law No. 12,111/2009.

 

    Other - corresponds to the sum of all other values recorded by ANEEL as Financial Guarantees in regulated energy contracting (CCEAR), DIC/FIC compensation transfer, and others.

 

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18.4 – Fee Adjustment

Concession contracts executed between power distribution companies and the Federal Government, with intermediation of ANEEL, set forth that annually there should be adjustment of the power value paid by the consumer. This adjustment, due to the method established by ANEEL, may be positive or negative and occurs annually, on the anniversary date of the distribution company.

According to the concession contract, the concessionaire income is split into two portions: A and B. The A portion, responsible for approximately 70% of the fee, includes costs deemed as non-manageable by the distribution company, that is, costs that do not depend on the direct control of the Company, as power purchased to be resold to consumers and fees and taxes that are legally determined.

The B portion, representing approximately 30% of the fee, include costs deemed as manageable. These are the costs that are subject to direct control of the concessionaire, which is fully able to manage them, including personnel costs, material costs and other activities directly related to operation and maintenance of distribution services, depreciation costs and compensation of investments made by the Company for the service.

Annual fee adjustments made in 2015, the value of the Power Development Account – CDE was subject to a significant increase compared to the fee adjustment in 2014, mainly due to the inclusion of the share set forth for the Concessionaire related to the ACR Account, that was not included in the calculation of the Extraordinary Fee Review that occurred in February 2015.

Note that this share is aimed to the beginning of the settlement of credit operations contracted by the Chamber of Trade of Power – CCEE in the management of the ACR Account, in compliance with the terms in Decree No. 8,221, from 2014, and Normative Resolution - REN No. 612, from 2014.

18.5 – Tariff Flags

Starting in 2015, power accounts shall apply the Tariff Flag System. Green, yellow, and red flags will be used to inform whether energy will cost more or less, based on power generation conditions.

In Brazil, electric power is mainly generated by hydroelectric power plants. In order to work, these power plants depend on rainfall and water levels of reservoirs. When not enough water is stored, thermoelectric power plants can be connected in order to save water from the reservoirs of the hydroelectric power plants. In this manner, generation costs increase, since such thermoelectric power plants use fuels such as natural gas, coal, fuel oil, and diesel. Additionally, when a lot of water is stored, it is not necessary to connect thermoelectric plants and generation costs will decrease.

Resolution number 1826, dated November 25, 2014, which ratified this and was published by ANEEL, determined the rates of the Company with already established prices for the rate structure. The application of these flags became a requirement starting in January, 2015.

 

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Flags will be green, yellow, and red and will be applied according to load service conditions, which shall be the sum of Difference Settlement Price (PLD), Operative Marginal Costs (CMO) with charges for the Power Security System Services (ESS_SE)

Flags were adopted considering the following criteria: green flag is to be activated whenever power costs less than R$ 200/MWh, which means favorable conditions for power generation and there will be no addition to the fee. Yellow flag will be activated whenever the system operation cost is between R$ 200/MWh and R$ 350/MWh: less favorable generation conditions, and there will be an addition to the fee of R$ 2.50 for each 100kW/h consumed. Now, red flag will be activated whenever the operation cost is higher than R$ 350/MWh: more costly generation conditions, and fee will be added with R$ 4.50 for each 100kW/h consumed.

In short, the flag system, that started to be applied in January 2015, reflects the generation conditions and indicates to consumers the option to reduce consumption and influence the final cost of power generation. The system does not represent a proper increase in the fee, this is just a different way to present a cost that would be included in the fee, although with no visibility to the consumer, and that would be equally supported at the time of the annual fee adjustment.

 

(*) Information not audited by the independent auditors

 

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NOTE 19 – INTANGIBLE ASSETS

 

    Balance on
12/31/2014
    ADDITIONS     DEDUCTIONS     COST / SERVICE
TRANSFERS
    RECLASSIFICATION AS
FIXED (UNBUNDLING)
    Balance on
12/31/2015
 

Related to Concession - Generation

    500,285        37,336        (8,826     (7,335     (375,287     146,173   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In service

    424,526        (5,897     (8,826     7,022        (326,105     90,720   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset

    902,720        9,507        (15,506     7,022        (715,310     188,433   

Accrued amortization

    (434,599     (15,340     —          —          352,652        (97,287

Special obligations

    (15,033     —          6,744        —          7,991        (298

Impairment

    (28,562     (64     (64     —          28,562        (128

In Progress

    75,759        43,233        —          (14,357     (49,182     55,453   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset

    96,261        43,304        —          (14,357     (55,606     69,602   

Special obligations

    (14,695     (71     —          —          5,807        (8,959

Impairment

    (5,807     —          —          —          617        (5,190
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Related to Concession - Distribution

    357,791        (93,029     (7,459     (8,785     —          248,518   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In service

    210,979        (122,113     (8,683     56,299        —          136,482   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset

    1,764,919        150,278        (144,414     88,865        —          1,859,648   

Accrued amortization

    (1,469,338     (246,100     54,792        —          —          (1,660,646

Special obligations

    (83,592     (26,291     80,939        (33,576     —          (62,520

Impairment

    (1,010     —          —          1,010        —          —     

In Progress

    146,812        29,084        1,224        (65,084     —          112,036   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset

    165,156        32,425        452        (66,324     —          131,709   

Special obligations

    (19,354     (3,341     772        2,250        —          (19,673

Impairment

    1,010        —          —          (1,010     —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Related to Concession - Transmission

    4,558        83,735        —          99        —          88,392   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In service

    3,233        83,734        —          124        —          87,091   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset

    3,565        87,462        —          124        —          91,151   

Accrued amortization

    (332     (3,728     —          —          —          (4,060

In Progress

    1,325        1        —          (25     —          1,301   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset

    1,325        1        —          (25     —          1,301   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unrelated to Concession (Other intangible assets)

    502,737        5,036        (16,692     (39,013     —          452,068   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Management

           

In service

    765,557        1,605        (2,698     66,851        —          831,315   

Accrued amortization

    (420,336     (56,295     146        (1,999     —          (478,484

Impairment

    (42,595     —          1,852        —          —          (40,743

In Progress

    141,483        59,726        (6,278     (34,781     —          160,150   

Others

    58,628        —          (9,714     (69,084     —          (20,170
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    1,365,371        33,078        (32,977     (55,034     (375,287     935,151   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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    Balance on
12/31/2013
    ADDITIONS     DEDUCTIONS     COST / SERVICE
TRANSFERS
    RECLASSIFICATION AS
FIXED (UNBUNDLING)
    Balance on
12/31/2014
 

Related to Concession - Generation

    172,777        (52,569     14,884        365,193        —          500,285   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In service

    69,386        (72,144     16,652        410,632        —          424,526   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset

    503,573        —          (5,193     404,340        —          902,720   

Accrued amortization

    (405,854     (72,144     —          43,399        —          (434,599

Special obligations

    (28,333     —          —          13,300        —          (15,033

Impairment

    —          —          21,845        (50,407     —          (28,562
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In Progress

    103,391        19,575        (1,768     (45,439     —          75,759   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset

    118,086        19,575        (1,768     (39,632     —          96,261   

Special obligations

    (14,695     —          —          —          —          (14,695

Impairment

    —          —          —          (5,807     —          (5,807
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Related to Concession - Distribution

    220,077        (213,998     65,730        182,822        103,160        357,791   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In service

    90,884        (237,636     (8,594     274,666        91,659        210,979   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset

    1,478,117        1,729        (54,245     214,153        125,165        1,764,919   

Accrued amortization

    (1,061,958     (252,262     7,260        (162,378     —          (1,469,338

Special obligations

    (280,405     —          22,922        207,397        (33,506     (83,592

Onerous concession contract

    —          —          —          —          —          —     

Impairment

    (44,870     12,897        15,469        15,494        —          (1,010
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In Progress

    129,193        23,638        74,324        (91,844     11,501        146,812   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset

    154,296        20,218        1,790        (22,649     11,501        165,156   

Special obligations

    (22,693     —          (156     3,495        —          (19,354

Impairment

    (2,410     3,420        72,690        (72,690     —          1,010   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Related to Concession - Transmission

    7,359        (3,825     —          1,024        —          4,558   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In service

    2,252        (32     —          1,013        —          3,233   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset

    2,552        —          —          1,013        —          3,565   

Accrued amortization

    (300     (32     —          —          —          (332

In Progress

    5,107        (3,793     —          11        —          1,325   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset

    5,107        (3,793     —          11        —          1,325   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
              —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unrelated to Concession (Other intangible assets)

    388,369        116,461        (1,871     (222     —          502,737   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Management

           

In service

    637,973        149        —          127,435        —          765,557   

Accrued amortization

    (342,318     (58,970     (2,005     (17,043     —          (420,336

Impairment

    —          2,733        —          (45,328     —          (42,595

In Progress

    126,550        75,375        153        (60,595     —          141,483   

Others (1)

    (33,836     97,174        (19     (4,691     —          58,628   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    788,582        (153,931     78,743        548,817        103,160        1,365,371   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    BALANCE ON
31/12/2012
    ADDITIONS     REDUCTIONS     IMPAIRMENT     AMORTIZATION     TRANSFERS COST /
SERVICE
    BALANCE ON
31/12/2013
 

Related to Concession - Generation

    669,007        29,256        (749     —          (147,061     (377,676     172,777   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In service

    567,706        11,457        (749     —          (147,061     (361,967     69,386   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible Assets

    841,268        11,457        (749     —          —          (361,771     490,205   

Accumulated amortization

    (217,156     —          —          —          (147,061     —          (364,217

Special obligations

    (56,406     —          —          —          —          (196     (56,602
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Underway

    101,301        17,799        —          —          —          (15,709     103,391   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible Assets

    116,053        17,904        —          —          —          (15,871     118,086   

Special obligations

    (14,752     (105     —          —          —          162        (14,695
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Related to Concession - Distribution

    190,555        42,576        (61,051     256,210        (33,138     (175,075     220,077   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In service

    134,022        (92     (61,051     174,694        (34,131     (122,558     90,884   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible Assets

    1,761,894        61        (162,901     —          —          (131,329     1,467,725   

Accumulated amortization

    (1,033,561     —          —          —          (34,131     —          (1,067,692

Special obligations

    (387,669     (153     101,850        —          —          5,567        (280,405

Impairment

    (206,642     —          —          174,694        —          3,204        (28,744
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Underway

    56,533        42,668        —          81,516        993        (52,517     129,193   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible Assets

    165,912        44,460        —          —          —          (56,076     154,296   

Special obligations

    (25,453     (1,792     —          —          993        3,559        (22,693

Impairment

    (83,926       —          81,516        —          —          (2,410
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Related to Concession - Transmission

    —          8,113        (454     —          (300     —          7,359   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In service

    —          —          (454     —          (300     3,006        2,252   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible Assets

    —          —          (454     —          —          3,006        2,552   

Accumulated amortization

    —          —          —          —          (300     —          (300
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Underway

    —          8,113        —          —          —          (3,006     5,107   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Intangible Assets

    —          8,113        —          —          —          (3,006     5,107   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
                —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Not Related to the Concession (Other Intangible Assets)

    345,001        77,264        (316     —          (34,690     1,108        388,369   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Administration

             

In service

    597,655        21,530        (322     —          —          19,110        637,973   

Accumulated amortization

    (287,628     —          —          —          (34,690     —          (322,318

Underway

    68,818        55,734        —          —          —          (18,002     106,550   

Other

    (33,844     —          6        —          —          —          (33,836
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    1,204,563        157,209        (62,570     256,210        (215,189     (551,643     788,582   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Intangible assets are primarily amortized during the concession period.

The final term for concessions of distribution companies of Eletrobras ended on July 7, 2015. As mentioned in Note 2, ANEEL clarified that even with termination of contractual terms “Concessions shall remain in effect for the period needed to prepare evaluations and calculations required to organize bidding processes that will grant the replacing concessions, which term shall not be less than twenty-four months.” In view of this definition, distribution companies of the Eletrobras Group proceeded to reclassify the financial asset for the intangible asset proportionally, corresponding to the twenty-month period.

NOTE 20 – IMPAIRMENT OF LONG-LIVED ASSETS

The Company estimated the recoverable value of its long-lived assets based on the value in use, considering that there is no active market for the infrastructure related to the concession. The value in use is appraised based on the present value of the estimated future cash flow.

The assumptions used consider the best estimate by the Company Administration regarding future trends in the electricity sector and are based both on external sources of information and historic data of the cash generating units. The cash flow was projected based on the operating results and projections of the Company until the end of the concession. When the need is identified to establish an impairment provision of long-term assets, this provision is recorded in the period results under Operating Provisions.

The following assumptions were considered:

 

  Growth compatible with historic data and growth perspectives on the Brazilian economy;

 

  Discount rate (after tax) specific for each segment: 7.50% for generation, 7.00% for transmission, and 7.01% for distribution (6.69% for generation, 6.57% for transmission, and 6.14% for distribution in 2014) obtained using the methodology generally applied by the market, taking into consideration the average weighted cost of capital;

 

  The Company treated all of its projects as independent cash-generating units.

In the year ending on December 31, 2015, the subsidiary Eletronuclear recognized an impairment provision in the amount of R$ 4,961,597, related to the enterprise Usina Angra 3 power plant, causing a corresponding reduction in power, plant and equipments (see note 17), which counterpart is in the operating provisions account. On December 31, 2015, the accrued “impairment” value of Usina Angra 3 PP&E in fixed assets was R$ 5,922,141 (R$ 960,544 in December 2014).

 

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The Company defines the Angra 3 power plant enterprise as a cash generating unit for purposes of impairment test and uses the value in use to determine the recoverable value.

Due to notifications received and negotiations in progress with enterprise suppliers, there has been a schedule change in the expectation for conclusion, due to temporary suspension of contracts for 90 days extendable to up to 120 days. With this rescheduling, the new conclusion date is in December 2020, with synchronization estimated to occur on December 31, 2018. These facts have also given rise to new risk evaluations imputable to the context of execution of the enterprise. The Company has evaluated that such events comprised, as of September 30, 2015, evidences sufficiently relevant for the impairment test of the period.

The method applied for the impairment test of the plant enterprise consider as recoverable asset the costs realized by the date of these consolidated financial statement, comparing with discounted cash flow extended by the termination of the economic use life of the Plant, which corresponds to 40 years, starting at the new go-live date, May 1, 2019, considering as economic use life the period of operation license compatible with Usina Angra as similar project.

The discount rate was calculated using the WACC (Weighted Average Cost of Capital) method, considering traditionally and usually accepted parameters.

Due to the impairment test in the period, the discount rate was increased, by 0.96%, from 4.51% (December 31, 2014) to 5.47% (September 30, 2015). This rate was maintained for the impairment test again on December 31, 2015. The main factors collaborating for such increase were:

1. Beta update: to calculate beta, beta weight of comparable companies used in Technical Note ANEEL 381/2012 was used, updated to December 31, 2015 and leveraged by the project capital structure. The adoption of this calculation for beta is due to the fact that no power generation company with open capital in Brazil holds nuclear power generation assets, contrary to the sample of companies used in the calculation of beta by ANEEL, that includes American companies with at least two nuclear power generation plants.

2. Consideration of an additional risk (alpha) related to project execution;

Another significant assumption used to calculate the impairment of the Angra 3 power plant is the synergy between the plants. Usinas Angra 2 and Angra 3 are result of similar projects and for this reason use the cost parameters of Angra 2 in Angra 3. There will be a gain in cost/productivity at Angra 3, because of the lack of need to duplicate all the cost generating activities, because common areas will be used by both plants.

The synergy for the project, considering internal studies based on the use of labor from the subsidiary Eletronuclear, pointed to a level of approximately 24.5% for the estimate of operating cost PMSO of Usina Angra 3 in the impairment test.

 

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The total budget of the project was updated for December 2015, in order to reflect the impact of significant variations in inflation and exchange rates, as well as the rescheduling of activities due to the new work schedule.

It is important to note that on January 14, 2016, Law No. 13,255 was enacted, estimating the income and setting the expenses of the Federal Government for the fiscal year 2016, including the Investment Budget of the companies where the Federal Government, directly or indirectly, holds the majority of shares with voting rights, and including approval of the determination and execution for the Investment in the project “Deployment of Usina Termonuclear de Angra 3”, that is held by Eletronuclear. It is understood that upon evaluation by the Mixed Commission of Plans, Public Budgets, and Supervision by the National Congress, as well as the plenary session of the National Congress, the work “Deployment of Usina Termonuclear de Angra 3” is ready to maintain its physical, budget, and financial execution.

An audit procedure is ongoing at the Federal Court of Accounts, according to the electromechanic assembly contract of Usina de Angra 3. In February 2016, Eletronuclear was notified about the request of financial and economic information regarding power plant. According to said notification, the process is to be sent to the National Congress to be examined and evaluated regarding the proceeding or suspension of the physical, budget, and financial execution of the work. Eletronuclear has responded to the notification and is waiting for TCU’s analysis.

In June 2016, the Company has recognized an additional impairment over Usina de Angra 3. For more details, see note 48.6.

The Company continues to monitor estimates and risks associated to determine the recoverable value of this enterprise and, to the extent that new negotiations, new studies, or new information appear and require changes in the business plan of the enterprise, they will be updated to reflect such changes.

Analysis determined the need to establish/(reverse) provision for losses in the following projects in 2015:

 

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Transmission

 

Cash Unit Generation

   12/31/2014      Additions      Reversals     12/31/2015  

CC 061- 2001

     —           174,389         —          174,389   

Estação Retificadora / Inversora

     43,909         —           (43,909     —     

CC 005- 2012 Jardim NSra Socorro

     46,788         43,042         —          89,830   

CC 018- 2012 Mossoró Ceará Mirim

     61,681         38,816         —          100,497   

CC 019- 2012 Igaporã Pindaí

     59,678         —           (38,172     21,506   

LT Ribeiro Gonçalves - Balsas

     73,317         —           (37,743     35,574   

Linha Verde Transmissora de Energia S/A

     100,494         —           (35,788     64,706   

SE Coletora Porto Velho

     —           34,123         —          34,123   

CC 010- 2011 Paraíso Lagoa Nova

     12,246         32,554         —          44,800   

CC 020- 2010 Igaporâ BJLapa

     37,669         31,599         —          69,268   

CC 018- 2009 Eunáp TFreitas C2

     7,784         22,448         —          30,232   

CC 015- 2012 Camaçari IV Pirajá

     —           18,060         —          18,060   

CC 006- 2009 Suape II e III

     105,933         —           (17,832     88,101   

CC 017- 2012 Mirueira Jaboatão

     20,290         10,894         —          31,184   

CC 014- 2008 Eunápolis TFreitas

     53,962         10,811         —          64,773   

CC 017- 2009 Natal III Sta Rita

     48,837         10,680         —          59,517   

LT Campos Novos - Nova Santa Rita

     22,089         8,733         —          30,822   

SE Miranda II

     —           7,079         —          7,079   

Others

     275,043         66,978         —          342,021   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

     969,720         510,206         (173,444     1,306,482   

 

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Generation

 

Cash Unit Generation

   12/31/2014      Additions      Reversals      12/31/2015  

UTN Angra 3

     960,544         4,961,597         —           5,922,141   

Candiota II Fase B

     35,412         84,527         —           119,939   

Eólica Coxilha Seca

     —           81,142         —           81,142   

UHE Samuel

     340,888         76,744         —           417,632   

Eólica Hermenegildo III

     —           75,598         —           75,598   

Eólica Hermenegildo II

     —           65,815         —           65,815   

UHE Simplício

     440,276         —           (60,056      380,220   

Eólica Hermenegildo I

     —           56,301         —           56,301   

UTE Mauá

     —           102,191         —           102,191   

UTE Aparecida

     —           50,508         —           50,508   

UTE Camaçari

     365,709         —           (21,944      343,765   

UTE Batalha

     553,622         5,723         —           559,345   

UHE Passo São João

     151,311         —           (33,179      118,132   

Casa Nova

     111,515         51,981            163,496   

Others

     230,853         —           (26,742      204,111   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     3,190,130         5,612,127         (141,921      8,660,336   

Distribution

 

Concession

   12/31/2014      Additions      Reversals      12/31/2015  

Amazonas D

     119,041         —           (119,041      —     

Cepisa

     232,442         98,383         (40,578      290,247   

Eletroacre

     60,026         54,924         (24,142      90,808   

Ceron

     84,503         23,914         (48,532      59,885   

Boa Vista

     —           77,400         —           77,400   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     496,012         254,621         (232,293      518,340   

 

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The impairment amount recognized in the balance sheet, by operational segment, is demonstrated below:

 

     12/31/2015  
     Generation      Transmission      Distribution      Total  

Fixed

     8,540,131         —           —           8,540,131   

Intangible

     120,205         —           —           120,205   

Financial Asset

     —           1,306,482         518,340         1,824,822   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     8,660,336         1,306,482         518,340         10,485,158   
  

 

 

    

 

 

    

 

 

    

 

 

 
     12/31/2014  
     Generation      Transmission      Distribution      Total  

Fixed

     2,955,233         —           —           2,955,233   

Intangible

     234,897         —           —           234,897   

Financial Asset

     —           969,720         496,012         1,465,732   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     3,190,130         969,720         496,012         4,655,862   
  

 

 

    

 

 

    

 

 

    

 

 

 

NOTE 21 – SUPPLIERS

 

     12/31/2015      12/31/2014  

CURRENT

     

Goods, Materials, and Services

     8,369,303         5,027,213   

Energy Purchased for Resale

     1,514,499         1,958,150   

CCEE - Short - term energy

     244,705         503,771   
  

 

 

    

 

 

 
     10,128,507         7,489,134   

NON- CURRENT

     

Goods, Materials, and Services

     134,436         128,541   

Energy Purchased for Resale

     9,314,985         9,918,826   
  

 

 

    

 

 

 
     9,449,421         10,047,367   
  

 

 

    

 

 

 
     19,577,928         17,536,501   
  

 

 

    

 

 

 

The balance of suppliers refers mainly to three Private Debt Acknowledgment Instruments and respective payment plan signed with Petrobras Distribuidora S/A by the subsidiary Amazonas Energia, for the supply of petroleum derivatives, signed on 12/31/2014, in the sums of i) R$ 3,257,366; ii) R$ 2,925,921; and iii) R$ 1,018,441. The instruments will be amortized in 120 (one hundred twenty) successive monthly payments, at the daily prorated variation, considered from the date of signing of the contract until the date of its maturation, where the first payment was due on 02/20/2015, and the last will be due on 01/30/2025.

 

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NOTE 22 – CUSTOMER ADVANCES

 

     12/31/2015      12/31/2014  

CURRENT

     

Advance sale of energy - ALBRAS

     54,832         52,813   

Customer advances - PROINFA

     593,404         448,759   
  

 

 

    

 

 

 
     648,236         501,572   
  

 

 

    

 

 

 

NON- CURRENT

     

Advance sale of energy - ALBRAS

     659,082         718,451   
  

 

 

    

 

 

 
     659,082         718,451   
  

 

 

    

 

 

 

TOTAL

     1,307,318         1,220,023   
  

 

 

    

 

 

 

22.1. – ALBRÁS

The subsidiary Eletronorte sold electricity to ALBRÁS in 2004 for supply during a 20-year period, at an average 750 MW/month, through December 2006, and an average 800 MW/month from January 2007 to December 2024, using the UHE Tucuruí balance rate as a parameter, plus an added premium, calculated based on the price of aluminum on the London Metal Exchange (LME) in England. This price establishment became an embedded derivative (See Note 43).

Based on these conditions, Albras made advance purchase of electricity credits, with advance payment of R$ 1,200,000, which was established as a credit, in MW, of an average 43 MW/month from June 2004 to December 2006 and average 46 MW/month from January 2007 to December 2024, to be amortized during the period of supply, in monthly portions expressed in those average MW, according to the rate current in the billing month, as detailed below:

 

    

Contract Date

    

CLIENT

  

Start

  

End

  

Volume in Average Megawatts (MW)

Albrás

   07/01/2004    12/31/2024    750 through 12/31/2006 and 800 beginning 01/01/2007

BHP

   07/01/2004    12/31/2024    from 353,08 to 492

The position and movement of this liability are demonstrated as follows:

 

YEAR

  AMOUNTS RELEASED     AMORTIZATIONS MADE     GAINS     BALANCE     CURRENT     NON-CURRENT  
12/31/2015     1,200,000        (462,305     (23,781     713,914        54,832        659,082   
12/31/2014     1,200,000        (408,237     (20,499     771,264        52,813        718,451   
12/31/2013     1,200,000        (356,707     (18,131     825,162        48,910        776,252   

 

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22.2. – PROINFA

PROINFA, established by Law 10.438/2002 and amendments thereto, has the purpose of diversifying the Brazilian energy matrix with the use of renewable energy sources, through economic leveraging of available resources and applicable technologies.

 

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The Company ensures the purchase of the electricity produced during the 20-year period, beginning in 2006, and transfers this energy to the distribution concessionaires, free consumers, and independent producers, excluding low-income consumers, in the proportion of their consumption.

The distribution and transmission concessionaires pay to the Company the value of energy in shares, equal to the cost corresponding to the interest held by captive consumers, free consumers, and independent producers connected to their installations, in twelfths, in the month prior to that of the energy consumption.

The operations relating to the purchase and sale of energy in the context of PROINFA do not affect the results of the Company.

(*) information not audited by independent auditors

NOTE 23 – FINANCING AND LOANS

23.1. Global Reversion Reserve (RGR)

The Company is authorized to withdraw resources from the RGR, applying them in the granting of funding earmarked for expansion of the Brazilian electric sector, improvement of the service and in the realization of the programs of the Federal Government.

In this manner, the company takes resources from the RGR, acknowledging a debt to this Fund, and applies specific investment projects, financed by it, which have as their objective:

a) expansion of electricity distribution services;

b) incentive for alternative sources of electric energy;

c) studies of inventory and feasibility of utilization of hydraulic potentials;

d) deployment of power generating plants up to 5,000 kW, intended solely for public service in populated communities served by an isolated electrical system;

e) efficient public lighting;

f) electrical energy conservation by improving the quality of products and services;

 

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g) universalization of access to electricity.

Eletrobras will pay back the resources withdrawn from the RGR and used in granting loans to companies of the Brazilian electric sector, with interest of 5% per annum. On December 31, 2015, the balance of resources taken from the Fund totaled R$ 6,439,374 (December 31, 2014 - R$ 7,421,796), included under the item Financing and loans, liabilities.

 

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The resources that make up the RGR Fund are not part of these statements, constituting a separate entity in relation to the Company.

23.2. Composition of loans and financing:

 

     12/31/2015  
     CURRENT
CHARGES
     PRINCIPAL  
     Avg. Rate     Value      CURRENT      NON
CURRENT
 

Financial Institutions

          

Foreign currency

          

Banco Interamericano de Desenvolvimento - BID

     4.40     2,197         102,130         551,140   

Corporación Andino de Fomento - CAF

     2.73     6,462         562,372         994,374   

Kreditanstalt fur Wiederaufbau - KFW

     2.73     19         —           251,801   

Eximbank

     2.00     839         71,187         106,769   

BNP Paribas

     1.57     396         136,192         685,780   

Others

       4,243         126,161         757,302   
    

 

 

    

 

 

    

 

 

 
       14,156         998,042         3,347,166   

Bonus

          

Expiration 07/30/2019

     6.87     114,839         —           3,904,800   

Expiration 10/27/2021

     5.75     70,944         —           6,833,400   
    

 

 

    

 

 

    

 

 

 
       185,783         —           10,738,200   
                            
    

 

 

    

 

 

    

 

 

 
       199,939         998,042         14,085,366   
    

 

 

    

 

 

    

 

 

 

National Currency

          

Global Reverse Reserve

       —           —           6,439,373   

Banco do Brasil

       76,226         402,598         5,861,368   

Caixa Econômica Federal

       97,404         196,538         6,759,638   

BNDES

       564,986         1,230,372         7,332,179   

Promissory Notes

       9,135         200,000         —     

Other Financial Institutions

       (9,227      258,435         1,695,888   
    

 

 

    

 

 

    

 

 

 
       738,524         2,287,943         28,088,446   
                            
    

 

 

    

 

 

    

 

 

 
       938,463         3,285,985         42,173,812   
    

 

 

    

 

 

    

 

 

 

 

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     12/31/2014  
     CURRENT
FEES
     PRINCIPAL  
     Avg. Rate     Value      CURRENT      NON
CURRENT
 

Financial Institutions

          

Foreign currency

          

Banco Interamericano de Desenvolvimento - BID

     4.40     2,011         59,447         444,382   

Corporación Andino de Fomento - CAF

     2.25     7,802         764,924         1,058,960   

Kreditanstalt fur Wiederaufbau - KFW

     2.73     15         —           191,173   

Eximbank

     2.00     805         48,797         121,985   

BNP Paribas

     1.17     196         91,988         590,238   

Others

       1,709         18,693         222,912   
    

 

 

    

 

 

    

 

 

 
       12,538         983,849         2,629,650   

Bonus

          

Expiration 11/30/2015

     7.75     6,077         796,860         —     

Expiration 07/30/2019

     6.87     89,281         —           2,656,200   

Expiration 10/27/2021

     5.75     55,153         —           4,648,350   
    

 

 

    

 

 

    

 

 

 
       150,511         796,860         7,304,550   
                            
    

 

 

    

 

 

    

 

 

 
       163,049         1,780,709         9,934,200   
    

 

 

    

 

 

    

 

 

 

National Currency

          

Global Reverse Reserve

       —           —           7,421,796   

Banco do Brasil

       68,748         208,513         5,031,220   

Caixa Econômica Federal

       61,696         1,087,851         3,930,663   

BNDES

       351,669         846,501         6,419,772   

Other Financial Institutions

       42,933         319,862         1,869,943   
    

 

 

    

 

 

    

 

 

 
       525,046         2,462,727         24,673,394   
                            
    

 

 

    

 

 

    

 

 

 
       688,095         4,243,436         34,607,594   
    

 

 

    

 

 

    

 

 

 

Subsidiary Eletrosul, on September 8, 2015, issued commercial promissory notes, in a single series, with 200 (two hundred) commercial promissory notes, with par value of R$ 1.000, in a total of R$ 200,000, due in 180 days upon issuance, compensated at 111.5% CDI. On August 4, 2015, the amount of R$ 200,000 was acquired with Caixa Econômica Federal as loan to be used in the deployment of aeolic enterprises at the parks Coxilha Seca, Galpões and Capão do Inglês.

On June 28, 2013, a contract was executed between Subsidiary Eletronuclear and Caixa Econômica Federal (CEF) for the amount of R$ 3,800,000, to fund part of the enterprises in Angra 3. The contract term is for 25 tears, from the execution date, with interest rate at 6.5% p.a. On July 27, 2015, the first request of disbursement was submitted to CEF, in the amount of R$ 1,983,570.

Eletrobras signed a contract to open a credit in the gross amount of R$ 6,500,000, with the Caixa Econômica Federal and Banco do Brasil, with remuneration of 119.5% of the accumulated variation of the DI Rate, to meet its needs for working capital and its investment plan. As of December 31, 2014 the company had made the first two installments of disbursement totaling R$ 4,500,000, with R$ 2,769,231 being disbursed by the Banco do Brasil and R$ 1,730,769 by the Caixa Econômica Federal. The first and the second installment of the disbursement will have a grace period

 

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for payment of the principal values until August 24, 2016 and November 25, 2016, respectively. The third installment of the disbursement, taken out on January 30, 2015 in the amount of R$ 2,000,000, with R$ 1,230,769 disbursed by the Banco do Brasil and R$ 769,231 by the Caixa Econômica Federal, has a grace period for payment of the principal values until February 25, 2016.

Debts are guaranteed by the Federal Government and/or Eletrobras, subject to fees, which average rate in 2015 is 9.40% p.a. (5.20% p.a. in 2014), and with the following profile:

 

     12/31/2015     12/31/2014  
     Balance
thousand reais
     %     Balance
thousand reais
     %  

Foreign currency

          

Unindexed USD

     11,121,630         24     8,260,761         21

USD with LIBOR

     3,729,245         8     3,222,835         8

EURO

     251,820         1     221,513         1

YEN

     178,794         0     171,586         —     

Others

     1,858         —          1,262         —     
  

 

 

    

 

 

   

 

 

    

 

 

 

Subtotal

     15,283,347         33     11,877,958         30

National Currency

          

CDI

     11,410,983         25     9,598,423         24

IPCA

     532,754         1     —           —     

TJLP

     6,594,316         14     5,826,925         15

SELIC

     2,636,254         6     2,829,818         7

Others

     3,287,732         7     1,793,468         5
  

 

 

    

 

 

   

 

 

    

 

 

 

Subtotal

     24,462,039         53     20,048,634         51

Unindexed

     6,652,874         14     7,612,533         19
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

     46,398,260         100     39,539,125         100
  

 

 

    

 

 

   

 

 

    

 

 

 

 

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The long-term portion of loans and financing is scheduled to mature as follows:

 

     2017      2018      2019      2020      2021      Após 2021      Total  

Consolidated

     5,174,201         4,853,454         6,984,856         2,845,230         9,242,886         13,073,185         42,173,812   

23.3. – Operation of financial leasing:

The nominal value used in the calculation of assets and liabilities arising from these contracts was determined by reference to the value set for contracting monthly power, multiplied by the installed capacity (60 to 65 MW) and by the number of months of the contract.

The reconciliation of the total of future minimum payments on financial leases of the Company and its current value is demonstrated in the table below:

 

     12/31/2015      12/31/2014  

Less than one year

     209,226         209,226   

More than one year and less than five years

     836,902         836,902   

More than five years

     924,081         1,133,305   

Future financing costs on the financial leases

     (718,054      (852,772
  

 

 

    

 

 

 

Total financial lease minimum payments

     1,252,155         1,326,661   

Less than one year

     132,972         74,507   

More than one year and less than five years

     431,363         388,860   

More than five years

     687,820         863,294   
  

 

 

    

 

 

 

Present value of payments

     1,252,155         1,326,661   
  

 

 

    

 

 

 

 

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23.4. – GUARANTEES

The Company participates in the capacity of an intervening guarantor for several companies whose secured amounts, projections and amounts already paid are shown in the following tables:

 

Company

  

Project

  

Financing Bank

  

Model

   Subsidiary
Share
    Financed
value
     Outstanding
Balance on
12/31/2015
     Guarantee
Balance
Eletrobras
     Guarantee
End
 

Eletrobras

   Norte Energia    BNDES    SPE      15.00     2,025,000         2,095,590         20,956         1/15/2042   

Eletrobras

   Norte Energia    CEF    SPE      15.00     1,050,000         1,105,927         11,059         1/15/2042   

Eletrobras

   Norte Energia    BTG Pactual    SPE      15.00     300,000         315,979         3,160         1/15/2042   

Eletrobras

   Norte Energia    Contract Compliance Guarantee    SPE      15.00     156,889         94,140         941         4/30/2019   

Eletrobras

   Rouar    CAF    SPE      50.00     38,805         38,805         388         9/30/2017   

Eletrobras

   Mangue Seco 2    BNB    SPE      49.00     40,951         37,846         378         10/14/2031   

Eletrosul

   ESBR    BNDES    SPE      20.00     727,000         896,664         8,967         8/15/2034   

Eletrosul

   ESBR    BNDES    SPE      20.00     232,500         236,520         2,365         1/15/2035   

Eletrosul

   ESBR    BNDES REPASSE    SPE      20.00     717,000         905,294         9,053         8/15/2034   

Eletrosul

   ESBR    BNDES REPASSE    SPE      20.00     232,500         238,070         2,381         1/15/2035   

Eletrosul

   Cerro Chato I, II e III    Banco do Brasil    SPE      100.00     223,419         128,308         1,283         7/15/2020   

Eletrosul

   RS Energia    BNDES    SPE      100.00     126,221         65,321         653         6/15/2021   

Eletrosul

   Artemis Transmissora de Energia    BNDES    SPE      100.00     170,029         45,416         454         10/15/2018   

Eletrosul

   Porto Velho Transmissora de Energia    BNDES    SPE      100.00     283,411         258,645         2,586         8/15/2028   

Eletrosul

   UHE Mauá    BNDES    SPE      49.00     182,417         148,872         1,489         1/15/2028   

Eletrosul

   UHE Mauá    BNDES/Banco do Brasil    SPE      49.00     182,417         148,892         1,489         1/15/2028   

Eletrosul

   UHE Passo de São João    BNDES    Corporate      100.00     183,330         139,178         1,392         7/15/2026   

Eletrosul

   SC Energia    BNDES/Banco do Brasil    Corporate      100.00     50,000         17,297         173         5/15/2019   

Eletrosul

   SC Energia    BNDES/BDRE    Corporate      100.00     50,000         17,247         172         5/15/2019   

Eletrosul

   SC Energia    BNDES    Corporate      100.00     103,180         34,555         346         5/15/2019   

Eletrosul

   SC Energia    BNDES    Corporate      100.00     67,017         29,946         299         3/15/2021   

Eletrosul

   UHE São Domingos    BNDES    Corporate      100.00     207,000         185,737         1,857         6/15/2028   

Eletrosul

   RS Energia    BNDES    SPE      100.00     41,898         31,249         312         3/15/2027   

Eletrosul

   RS Energia    BNDES    SPE      100.00     9,413         8,270         83         8/15/2027   

Eletrosul

   RS Energia    BNDES    SPE      100.00     12,000         6,799         68         8/15/2027   

Eletrosul

   UHE Passo de São João    BNDES    Corporate      100.00     14,750         11,502         115         7/15/2026   

Eletrosul

   Corporate Projects Eletrosul    Banco do Brasil    Corporate      100.00     250,000         223,702         2,237         11/15/2023   

Eletrosul

   Teles Pires    BNDES    SPE      24.50     296,940         339,515         3,395         2/15/2036   

Eletrosul

   Teles Pires    BNDES/Banco do Brasil    SPE      24.50     294,000         338,346         3,383         2/15/2036   

Eletrosul

   Teles Pires    Emissão de Debêntures    SPE      24.50     160,680         211,162         2,112         5/30/2032   

Eletrosul

   Livramento Holding    BNDES    SPE      49.00     91,943         75,244         752         6/15/2030   

Eletrosul

   Chuí Holding    BNDES    SPE      49.00     186,082         188,903         1,889         12/15/2031   

Eletrosul

   Transmissora Sul Brasileira de    BNDES    SPE      80.00     209,974         194,085         1,941         7/15/2028   

Eletrosul

   nsmissora Sul Brasileira de Energia S    Emissão de Debêntures    SPE      80.00     62,040         76,152         762         9/15/2026   

Eletrosul

   Costa Oeste Transmissora de Energia S.A.    BNDES    SPE      49.00     17,846         16,198         162         11/1/2022   

Eletrosul

   Santa Vitória do Palmar Holding S.A.    BNDES    SPE      49.00     197,950         211,335         2,113         6/16/2031   

Eletrosul

   Santa Vitória do Palmar Holding S.A.    BRDE    SPE      49.00     98,000         107,021         1,070         6/16/2031   

Eletrosul

   Transmissora Sul Litorânea do Brasil    BNDES    SPE      51.00     252,108         247,485         2,475         2/15/2029   

Eletrosul

   Complexo São Bernardo    KfW    Corporate      100.00     29,854         56,503         565         12/30/2038   

Eletrosul

   Complexo São Bernardo    KfW    Corporate      100.00     136,064         195,298         1,953         12/30/2042   

Eletrosul

   Eólica Hermenegildo I S/A    Emissão de Debêntures    SPE      99.99     79,100         81,751         818         1/18/2016   

Eletrosul

   Eólica Hermenegildo I S/A    Emissão de Debêntures    SPE      99.99     32,000         33,073         331         1/18/2016   

Eletrosul

   Eólica Hermenegildo II S/A    Emissão de Debêntures    SPE      99.99     79,100         81,751         818         1/18/2016   

Eletrosul

   Eólica Hermenegildo II S/A    Emissão de Debêntures    SPE      99.99     17,100         17,673         177         1/18/2016   

Eletrosul

   Eólica Hermenegildo III S/A    Emissão de Debêntures    SPE      99.99     66,800         69,039         690         1/18/2016   

Eletrosul

   Eólica Hermenegildo III S/A    Emissão de Debêntures    SPE      99.99     21,500         22,221         222         1/18/2016   

Eletrosul

   Eólica Chuí IX S/A    Emissão de Debêntures    SPE      99.99     25,000         25,793         258         1/18/2016   

Eletrosul

   Eólica Chuí IX S/A    Emissão de Debêntures    SPE      99.99     11,000         11,369         114         1/18/2016   

Eletrosul

   Complexo Eólico Livramento - Entorno II    CEF    Corporate      100.00     200,000         213,130         2,131         8/7/2017   

Eletrosul

   Corporate Projects Eletrosul 2    BTG Pactual    Corporate      100.00     200,000         209,135         2,091         3/6/2016   

Eletronorte

   São Luis II e III    BNDES    Corporate      100.00     13,653         8,727         87         11/15/2024   

Eletronorte

   Miranda II    BNDES    Corporate      100.00     47,531         23,596         236         11/15/2024   

Eletronorte

   Ribeiro Gonç./Balsas    BNB    Corporate      100.00     70,000         60,278         603         6/3/2031   

Eletronorte

   Lechuga/J. Teixeira    BASA    Corporate      100.00     25,720         21,179         212         1/10/2029   

Eletronorte

   UHE Tucuruí    BNDES    Corporate      100.00     931,000         76,580         766         9/15/2016   

Eletronorte

   Substation Nobres    BNDES    Corporate      100.00     10,000         7,256         73         3/15/2028   

Eletronorte

   Substation Miramar/Tucuruí    BNDES    Corporate      100.00     31,000         23,760         238         8/15/2028   

 

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Table of Contents

Company

 

Project

 

Financing
Bank

 

Model

  Subsidiary
Share
    Financed
value
    Outstanding
Balance on
12/31/2015
    Guarantee
Balance
Eletrobras
    Guarantee
End
 

Eletronorte

  Expansion Substation Lechuga   BNDES   Corporate     100.00     35,011        27,061        271        10/15/2028   

Eletronorte

  Norte Brasil Transmissora   BNDES   SPE     49.00     514,500        486,790        4,868        12/15/2029   

Eletronorte

  Norte Brasil Transmissora   Emissão de Debêntures   SPE     49.00     98,000        128,811        1,288        9/15/2026   

Eletronorte

  Linha Verde Transmissora   BASA   SPE     100.00     185,000        196,577        1,966        11/10/2032   

Eletronorte

  Manaus Transmissora   BNDES   SPE     30.00     120,300        104,315        1,043        12/15/2026   

Eletronorte

  Power Transmission Station   BNDES   Corporate     100.00     505,477        440,302        4,403        11/15/2028   

Eletronorte

  Power Transmission Station   BASA   Corporate     100.00     221,789        225,225        2,252        7/10/2031   

Eletronorte

  Power Transmission Station   BASA   Corporate     100.00     221,789        219,803        2,198        10/15/2030   

Eletronorte

  Rio Branco Transmissora   BNDES   Corporate     100.00     138,000        118,355        1,184        3/15/2027   

Eletronorte

  Transmissora Matogrossense Energia   BASA   SPE     49.00     39,200        39,819        398        2/1/2029   

Eletronorte

  Transmissora Matogrossense Energia   BNDES   SPE     49.00     42,777        32,073        321        5/15/2026   

Eletronorte

  Rei dos Ventos 1 Eolo   BNDES   SPE     24.50     30,851        30,851        309        12/31/2016   

Eletronorte

  Brasventos Miassaba 3   BNDES   SPE     24.50     30,984        30,984        310        12/31/2016   

Eletronorte

  Rei dos Ventos 3   BNDES   SPE     24.50     32,533        32,533        325        12/31/2016   

Eletronorte

  Belo Monte Transmissora de Energia S. A.   Itau BBA   SPE     24.50     49,735        57,237        572        6/18/2016   

Eletronorte

  Belo Monte Transmissora de Energia S. A.   Santander   SPE     24.50     49,000        55,674        557        6/18/2016   

Eletronorte

  Norte Energia   BNDES   SPE     19.98     2,697,300        2,791,326        27,913        1/15/2042   

Eletronorte

  Norte Energia   CEF   SPE     19.98     1,398,600        1,473,095        14,731        1/15/2042   

Eletronorte

  Norte Energia   BTG Pactual   SPE     19.98     399,600        420,884        4,209        1/15/2042   

Eletronorte

  Belo Monte Transmissora de Energia S. A.   State Grid Brazil S.A.   Corporate     100.00     294,700        135,828        1,358        7/28/2029   

Eletronorte

  Deployment PAR and PMIS   BNDES   Corporate     100.00     743,382        357,912        3,579        12/15/2023   

Eletronuclear

  Angra III   BNDES   Corporate     100.00     6,146,256        3,203,974        32,040        6/15/2036   

Chesf

  ESBR   BNDES   SPE     20.00     727,000        896,664        8,967        8/15/2034   

Chesf

  ESBR   BNDES   SPE     20.00     232,500        236,520        2,365        1/15/2035   

Chesf

  ESBR   BNDES REPASSE   SPE     20.00     717,000        905,294        9,053        8/15/2034   

Chesf

  ESBR   BNDES REPASSE   SPE     20.00     232,500        238,070        2,381        1/15/2035   

Chesf

  Manaus Transmissora   BNDES   SPE     19.50     78,195        67,540        675        12/15/2026   

Chesf

  Norte Energia   BNDES   SPE     15.00     2,025,000        2,095,590        20,956        1/15/2042   

Chesf

  Norte Energia   CEF   SPE     15.00     1,050,000        1,105,927        11,059        1/15/2042   

Chesf

  Norte Energia   BTG Pactual   SPE     15.00     300,000        315,979        3,160        1/15/2042   

Chesf

  IE Madeira   BASA   SPE     24.50     65,415        76,321        763        7/10/2032   

Chesf

  IE Madeira   BNDES   SPE     24.50     455,504        404,196        4,042        2/15/2030   

Chesf

  IE Madeira   Emissão de Debêntures   SPE     24.50     85,750        115,626        1,156        3/18/2025   

Chesf

  Corporate Projects Chesf 1   Banco do Brasil   Corporate     100.00     500,000        385,092        3,851        9/28/2018   

Chesf

  Corporate Projects Chesf 2   CEF   Corporate     100.00     400,000        354,678        3,547        2/27/2019   

Chesf

  IE Garanhuns s/a   BNDES   SPE     49.00     175,146        168,030        1,680        12/15/2028   

Chesf

  Corporate Projects Chesf 3   BNDES   Corporate     100.00     727,560        282,223        2,822        11/15/2023   

Chesf

  Corporate Projects Chesf 4   BNDES   Corporate     100.00     475,454        194,825        1,948        11/15/2023   

Furnas

  UHE Batalha   BNDES   Corporate     100.00     224,000        165,314        1,653        12/15/2025   

Furnas

  UHE Simplício   BNDES   Corporate     100.00     1,034,410        705,108        7,051        7/15/2026   

Furnas

  UHE Baguari   BNDES   Corporate     100.00     60,153        39,726        397        7/15/2026   

Furnas

  SEVERAL   Banco do Brasil   Corporate     100.00     750,000        758,922        7,589        10/31/2018   

Furnas

  Rolagem BASA 2008   Banco do Brasil   Corporate     100.00     208,312        211,777        2,118        2/7/2018   

Furnas

  Innovation project   FINEP   Corporate     100.00     268,503        163,880        1,639        11/15/2023   

Furnas

  Corporate fionancing   Banco do Brasil   Corporate     100.00     400,000        430,918        4,309        12/6/2023   

 

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Company

 

Project

 

Financing Bank

 

Model

  Subsidiary
Share
    Financed value     Outstanding
Balance on
12/31/2015
    Guarantee
Balance
Eletrobras
    Guarantee
End
 

Furnas

  UHE Santo Antônio   BNDES   SPE     39.00     1,594,159        1,968,315        19,683        3/15/2034   

Furnas

  UHE Santo Antônio   BNDES   SPE     39.00     1,574,659        2,033,066        20,331        3/15/2034   

Furnas

  UHE Santo Antônio   BASA   SPE     39.00     196,334        247,102        2,471        12/15/2030   

Furnas

  UHE Santo Antônio   Emissão de Debêntures   SPE     39.00     163,800        204,398        2,044        1/24/2023   

Furnas

  UHE Santo Antônio   Emissão de Debêntures   SPE     39.00     273,000        318,042        3,180        3/1/2024   

Furnas

  UHE Foz do Chapecó   BNDES   SPE     40.00     435,508        405,692        4,057        9/15/2027   

Furnas

  UHE Foz do Chapecó   BNDES   SPE     40.00     217,754        205,308        2,053        9/15/2027   

Furnas

  UHE Foz do Chapecó   BNDES   SPE     40.00     4,009        3,083        31        9/15/2027   

Furnas

  Centroeste de Minas   BNDES   SPE     49.00     13,827        10,924        109        4/15/2023   

Furnas

  Serra do Facão   BNDES   SPE     49.47     257,263        218,804        2,188        6/15/2027   

Furnas

  Goiás Transmissão   BNDES   SPE     49.00     49,000        49,372        494        12/1/2031   

Furnas

  Goiás Transmissão   BNDES   SPE     49.00     64,435        58,977        590        1/15/2027   

Furnas

  MGE   BNDES   SPE     49.00     58,359        49,163        492        1/15/2027   

Furnas

  Transenergia São Paulo   BNDES   SPE     49.00     9,212        8,641        86        12/15/2028   

Furnas

  Rei dos Ventos 1 Eolo   BNDES   SPE     24.50     30,851        28,235        282        10/15/2029   

Furnas

  Brasventos Miassaba 3   BNDES   SPE     24.50     30,984        28,425        284        10/15/2029   

Furnas

  Rei dos Ventos 3   BNDES   SPE     24.50     32,533        29,757        298        10/15/2029   

Furnas

  IE Madeira   BASA   SPE     24.50     65,415        76,321        763        7/10/2032   

Furnas

  IE Madeira   BNDES   SPE     24.50     455,504        404,196        4,042        2/15/2030   

Furnas

  IE Madeira   Emissão de Debêntures   SPE     24.50     85,750        115,626        1,156        3/18/2025   

Furnas

  Teles Pires   BNDES   SPE     24.50     296,940        339,515        3,395        2/15/2036   

Furnas

  Teles Pires   BNDES   SPE     24.50     294,000        338,346        3,383        2/15/2036   

Furnas

  Teles Pires   Emissão de Debêntures   SPE     24.50     160,680        211,162        2,112        5/31/2032   

Furnas

  Caldas Novas Transmissão   BNDES   SPE     49.90     2,418        2,033        20        5/15/2023   

Furnas

  Caldas Novas Transmissão   BNDES   SPE     49.90     5,536        4,997        50        3/15/2028   

Furnas

 

Belo Monte Transmissora de Energia S. A.

  State Grid Brazil S.A.   Corporate     100.00     294,700        139,274        1,393        7/28/2029   

Furnas

  Mata de Santa Genebra   Emissão de Debêntures   SPE     49.90     234,031        234,031        2,340        3/12/2016   

Amazonas

 

Amazonas

 

Confissão de Dívida - Petrobras/BR

  Corporate     100.00     2,405,979        2,297,400        22,974        1/30/2025   

Eletroacre

  Eletroacre  

Confissão de Dívida - Petrobras/BR

  Corporate     100.00     91,774        87,568        876        1/30/2025   

Boa Vista

  Boa Vista  

Confissão de Dívida - Petrobras/BR

  Corporate     100.00     19,320        17,665        177        12/31/2024   

Cepisa

  Corporate Project   CEF   Corporate     100.00     94,906        50,146        501        8/30/2016   
         

 

 

   

 

 

   

 

 

   

Total

            46,270,960        41,822,565        418,226     
         

 

 

   

 

 

   

 

 

   

The Company recorded under the heading of operational provisions for noncurrent liabilities the fair value of the amounts guaranteed by the Company over resources already released by the financing banks. The provision is made based on the fair value of the guarantee of Eletrobras, as shown below:

 

     Provision Value:  

Guarantee due on 12/31/2012

     189,113   

Changes in the period

     83,682   
  

 

 

 

Guarantee due on 12/31/2013

     272,795   

Changes in the period

     115,165   
  

 

 

 

Guarantee due on 12/31/2014

     387,960   

Changes in the period

     30,266   
  

 

 

 

Guarantee due on 12/31/2015

     418,226   

 

a) UHE Simplício - project of the subsidiary Furnas, with an installed generating capacity of 333.7 MW*. The project has 100% Furnas participation. Therefore, the guarantee of the Company is 100% of the financing.

 

b) UHE Mauá - project with an installed capacity of 361 MW, in partnership with the subsidiary Eletrosul (49%) and Copel (51%). In this hydroelectric power plant, there are two contracts with BNDES, direct and indirect, and the Company intervenes as the grantor of 49% of the two contracts.

 

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c) UHE Jirau - SPE Energia Sustentável do Brasil, formed by the subsidiaries Eletrosul, CHESF and GDF Suez Energy, with installed capacity of 3,750 MW. For the project two loans were taken out with BNDES, one direct and the other indirect, via intermediary banks, to be paid in 240 months. The company is guaranteeing the participation of each of its subsidiaries-Eletrosul (20%) and CHESF (20%).

 

d) UHE Santo Antônio - SPE Santo Antônio Energia, formed by Furnas, CEMIG, Fundo de Investimentos em Participação Amazônica Energia - FIP, Construtora Norberto Odebrecht S/A, Odebrecht Investimentos em Infraestrutura Ltda. and Andrade Gutierrez Participações S/A, with an installed capacity of 3,568.80 MW*. The Company is a consenting intervening party in financing with the BNDES and with the Banco da Amazônia, with its intervention limited to the participation of Furnas (39%).

 

e) UHE Foz do Chapecó - SPE Foz do Chapecó Energia, whose power plant has an installed capacity of 855MW*, has the Company as guarantor of the contractual instruments with the BNDES, totaling, in substitution of Bank Financing previously contracted, limited to the percentage of Furnas in SPE (40%).

 

f) UHE Baguari - Corporate Project of Furnas, with 140MW* of installed capacity. The Company is the guarantor of 15% of the financing contract with the BNDES.

 

g) UHE Serra do Facão - SPE Serra do Facão, formed by Furnas (49.47%), Alcoa Alumínio S.A. (34.97%), DME Energética (10.09%) and Camargo Corrêa Energia S.A. (5.47%) with an installed capacity of 212.58 MW*. The guarantee by the Company in relation to the financing with the BNDES relates to the participation of Furnas in the project.

 

h) Norte Brasil Transmissora - SPE, with participation of Eletronorte (49%) and has as its objective the implementation, operation and maintenance of the Porto Velho/Araraquara transmission line, with an extension of 2,375 km*.

 

i) Manaus Transmissora de Energia - SPE, which has the participation of Eletronorte (30%) and Chesf (19.5%) has as its objective to implement and operate 4 substations and a 585 km* transmission line (LT Oriximiná/Itacoatiara/Cariri). The company provides guarantees on two loans in this project (BASA and BNDES).

 

j) Mangue Seco 2 - SPE with a 49% participation of the Company and 51% of Petrobras for the construction and operation of three wind farms in Guararé, in Rio Grande do Norte. In this project the Company provided a guarantee, proportional to its participation in the long-term financing agreement with the BNB.

 

k) UHE Batalha - Corporate project of Furnas with capacity to generate 52.5 MW, with financing with the BNDES. The Company acts as a guarantor of this contract.

 

l) IE Madeira - SPE Interligação Elétrica, with participation of Furnas (24.5%) and Chesf (24.5%). In this project, there is a counter guarantee of the Company in the Bank Financing Contracts, in guarantee of the short-term loan from the BNDES, limited to the participation of its subsidiaries. There is also a short-term loan from BNDES, in which the company acts as an intervening party in proportion to its subsidiaries.

 

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m) UHE Belo Monte - SPE Norte Energia, with an installed capacity of 11,233 MW*, of Chesf (15%), Eletronorte (19.98%) and Eletrobras (15%) in addition to other partners. The provision of the guarantee of the Company in favor of the SPE for the obligations by the insurer JMALUCELLI, under the guarantee insurance contract. The Company is also involved in a short term loan agreement with the BNDES.

 

n) Angra III - the company is the guarantor for the financing of Eletronuclear with the BNDES, to build the corporate project of the UTN Angra III.

 

o) Norte Energia S.A. - specific purpose closed-capital company, which object is the engagement in every activity required for deployment, operation, maintenance, and exploration of Usina Hidrelétrica de Belo Monte (UHE Belo Monte). The Company holds 49.98% of the capital stock of Norte Energia.

 

(*) information not audited by independent auditors

 

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NOTE 24 – DEBENTURES

 

Subsidiary

 

Issuer

  Date of Issue    

Principal characteristics

  Interest rate     Expiration     Balance on
12/31/2015
    Balance on
12/31/2014
 

Eletronorte

  Issued by ETE (incorporated by Eletronor     June/2011      Private subscription of the first issuance by the Subsidiary, subscribed in favor of Fundo de Desenvolvimento da Amazônia - FDA, and maintained under custody of the operating agent of the Contract, Banco da Amazônia S.A., with guarantee under collateral, in four series, all convertible into shares of the SPE, with and without voting rights.    
 
 
TJLP +
1.65%
p.a.
  
  
  
    07/10/2031        219,803        219,418   

CELG-D

  1st Issue     04/03/2014      Simple debenture, in single series, with additional guarantee, non-convertible into shares, subject to public distribution with limited distribution efforts.    
 
 
100%CDI +
7.44%
p.a.
  
  
  
    04/03/2019        —          285,346   

Eletrosul

  SPE Chuí IX - 1st Issue     10/20/2014      Simple debenture, non-convertible into shares, in single series, chirographic, with additional guarantee subject to public distribution with limited distribution efforts.    
 
 
 
 
100%
CDI +
spread
1.90%
p.a.
  
  
  
  
  
    01/18/2016        25,807        25,516   

Eletrosul

  SPE Chuí IX - 2nd Issue     05/20/2015      Simple debenture, non-convertible into shares, in single series, chirographic, with additional guarantee subject to public distribution with limited distribution efforts.    
 
 
 
 
100%
CDI +
spread
3.45%
p.a.
  
  
  
  
  
    01/18/2016        11,355        —     

Eletrosul

  SPE Hermenegildo I - 1st Issue     10/20/2014      Simple debenture, non-convertible into shares, in single series, chirographic, with additional guarantee subject to public distribution with limited distribution efforts.    
 
 
 
 
100%
CDI +
spread
1.90%
p.a.
  
  
  
  
  
    01/18/2016        81,751        80,732   

Eletrosul

  SPE Hermenegildo I - 2nd Issue     05/20/2015      Simple debenture, non-convertible into shares, in single series, chirographic, with additional guarantee subject to public distribution with limited distribution efforts.    
 
 
 
 
100%
CDI +
spread
3.45%
p.a.
  
  
  
  
  
    01/18/2016        33,073        —     

Eletrosul

  SPE Hermenegildo II - 1st Issue     10/20/2014      Simple debenture, non-convertible into shares, in single series, chirographic, with additional guarantee subject to public distribution with limited distribution efforts.    
 
 
 
 
100%
CDI +
spread
1.90%
p.a.
  
  
  
  
  
    01/18/2016        81,751        80,732   

Eletrosul

  SPE Hermenegildo II - 2nd Issue     05/20/2015      Simple debenture, non-convertible into shares, in single series, chirographic, with additional guarantee subject to public distribution with limited distribution efforts.    
 
 
 
 
100%
CDI +
spread
3.45%
p.a.
  
  
  
  
  
    01/18/2016        17,673        —     

Eletrosul

  SPE Hermenegildo III - 1st Issue     10/20/2014      Simple debenture, non-convertible into shares, in single series, chirographic, with additional guarantee subject to public distribution with limited distribution efforts.    
 
 
 
 
 
100%
CDI +
spread
de
1.90%
p.a.
  
  
  
  
  
  
    01/18/2016        69,039        68,179   

Eletrosul

  SPE Hermenegildo III - 2nd Issue     05/20/2015      Simple debenture, non-convertible into shares, in single series, chirographic, with additional guarantee subject to public distribution with limited distribution efforts.    
 
 
 
 
100%
CDI +
spread
3.45%
p.a.
  
  
  
  
  
    01/18/2016        22,222        —     
           

 

 

   

 

 

 
              562,474        759,923   
           

 

 

   

 

 

 

On October 19, 2015, SPEs Eólica Hermenegildo I, Eólica Hermenegildo II, Eólica Hermenegildo III and Eólica Chuí IX made the first amendment of Debentures of 1st and 2nd issuance, in the total amount of R$ 331,600, changing the due date from October 20, 2015 to January 16, 2016 and changing the compensation fee to CDI + 3.45% p.a. Two dates were set for the payment of interest, on October 20, 2015, where R$ 44,169 were paid, and another one for the new due date.

NOTE 25 – COMPULSORY LOAN

The Compulsory Loan on the consumption of electric energy, established by Law No. 4,156/1962 in order to generate resources for expansion of the Brazilian electric sector, was eliminated by Law No. 7,181 of December 20, 1983, which set the date of December 31, 1993 as the deadline for the collection.

 

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In the first phase of this compulsory loan, which ended with the advent of Decree-Law No. 1,512/1976, the collection of the tax reached many classes of energy consumers, and taxpayer credits were represented by bearer bonds issued by the Company.

The second time, which began with the provisions in the aforementioned Decree-Law, the Compulsory Loan in question began to be charged only from industries with a monthly energy consumption higher than 2,000 kwh*, and taxpayer credits were no longer represented by bonds, but simply carried by the Company.

The remaining Compulsory Loan balance, after the fourth conversion into shares, on April 30 of 2008, related to credits created from 1988 to 2004, is registered under current and non-current liabilities, maturing starting in 2008, and are remunerated at the rate of 6% a year, plus monetary update based on the variation of the IPCA-E, and as of December 31, 2015, correspond to R$ 523,635 (December 31, 2014 – R$ 519,674), of which R$ 466,005 are non-current (December 31, 2014 – R$ 469,459).

The Bearer Bonds issued due to the Compulsory Loan are not securities, are not tradable on the stock market, are not priced and are not payable. In this way, the Company’s administration clarifies that the Company has no debentures in circulation.

The emission of these securities derived from a legal imposition, and not a corporate decision by the Company. Likewise, its taking by bondholders was not an act of their will, but a legal duty, by force of Law No. 4,156/1962.

The CVM (Brazilian securities commission), in a decision by its collegiate issued in administrative process CVM RJ 2005/7230, lodged by holders of the mentioned securities, affirmed in a document that “the obligations issued by the Company due to Law No. 4,156/1962 cannot be considered market securities.”

 

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The CVM also understood that there is no irregularity in the procedures adopted by the Company in its consolidated financial statements, with regards to the aforementioned obligations, neither in the publishing of the existence of legal action.

The unenforceability of those Bearer Obligations was reinforced by decisions of the Supreme Court, which corroborated the understanding that those securities have prescribed and are not valid for guaranteeing tax enforcement.

Therefore, the Bearer Obligations issued in the first phase of this compulsory loan, as decided by the CVM, are not to be confused with debentures. In addition, by force of the provisions of Article 4, § 11 of Law No. 4,156/1962, and Article 1 of Decree No. 20,910/1932, they are unenforceable, a condition confirmed in Informational 344 of the Supreme Court (STJ), which states that these Obligations cannot be used as guarantees for tax enforcement action, since they are not liquid and are not debentures.

As such, the liabilities related to the Compulsory Loan refer to residual credits, created from 1988 to 1994, from industrial consumers with consumption greater than 2,000 kWh*, in the second phase of this Compulsory Loan, as well as to interest on those credits not claimed, as shown:

 

     12/31/2015      12/31/2014  

CURRENT

     

Interest payable

     57,630         50,215   

NON-CURRENT

     

Credits received

     466,005         469,459   
  

 

 

    

 

 

 

TOTAL

     523,635         519,674   
  

 

 

    

 

 

 

NOTE 26 – FUEL CONSUMPTION ACCOUNT – CCC

The Fuel Consumption Account (CCC), created by Decree No. 73,102, of November 7, 1973, is intended to combine the prorating of fuel consumption costs in the generation of thermoelectric energy, especially in the Northern region of the country.

According to Law No. 8,631, of March 04, 1993, the Company manages the sums collected by the concessionaire of the public service of electrical energy, and credits them to the Fuel Consumption Account (CCC), for the annual fees destined to expenditures with fuel for the generation of electrical energy. The sums recorded under current assets, in counterpart to current liabilities, are funds available, kept in a restricted account, and the amounts not paid by concessionaires.

 

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     12/31/2015      12/31/2014  

Current Assets

     195,966         521,964   

Non-current assets

     13,331         3,944   
  

 

 

    

 

 

 

Total

     209,297         525,908   
  

 

 

    

 

 

 

Current Liabilities

     —           301,471   

Non-current liabilities

     452,948         474,770   
  

 

 

    

 

 

 

Total

     452,948         776,241   
  

 

 

    

 

 

 

The enactment of Law No. 12,783/2013 extinguished the mandatory nature of contributing to this charge, for concessionaires of the public service of electrical energy.

NOTE 27 – TAXES PAYABLE AND INCOME TAX AND SOCIAL CONTRIBUTIONS - LIABILITY

27.1. Taxes payable

 

     12/31/2015      12/31/2014  

Current Liabilities:

     

Taxes withheld at source (IRRF)

     239,721         177,357   

PASEP and COFINS

     577,998         196,440   

ICMS

     211,659         286,142   

PAES / REFIS

     185,441         243,349   

INSS/FGTS

     139,792         120,135   

Others

     201,967         144,745   
  

 

 

    

 

 

 

Total

     1,556,578         1,168,168   
  

 

 

    

 

 

 
     12/31/2015      12/31/2014  

Non-Current Liabilities:

     

PASEP and COFINS

     75,323         39,548   

Deferred PASEP and COFINS

     181,991         —     

PAES / REFIS

     595,691         756,478   

INSS/FGTS

     31,884         22,809   

Others

     15,420         18,716   
  

 

 

    

 

 

 

Total

     900,309         837,551   
  

 

 

    

 

 

 

 

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27.2. Income taxes and social contributions

 

     12/31/2015      12/31/2014  

Current Liabilities

     

Current Income Tax

     431,712         13,938   

Current Social Contribution

     149,632         4,200   
  

 

 

    

 

 

 
     581,344         18,138   
  

 

 

    

 

 

 

Non-Current Liabilities

     
  

 

 

    

 

 

 

Deferred IRPJ/CSLL

     1,003,796         569,380   
  

 

 

    

 

 

 

27.3. Reconciliation of the computed income tax and social contributions based on the losses before taxes and social contribution applied at the statutory rates to the actual expense

 

     12/31/2015     12/31/2014     12/31/2013
Revised
 
     IRPJ     CSLL     IRPJ     CSLL     IRPJ     CSLL  

Loss before IRPJ and CSLL

     (11,207,024     (11,207,024     (4,457,135     (4,457,135     (4,824,982     (4,824,982
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total IRPJ and CSLL calculated at the rates of 25% and 9%, respectively

     2,801,756        1,008,632        1,114,284        401,142        1,206,246        434,248   

Effect of additions and exclusions

            

Dividend revenue

     15,563        20,350        25,555        9,198        25,319        9,115   

Equity Method

     132,862        47,830        (304,210     (109,516     44,442        15,999   

Provision for decrease in market value

     —          —          (27,726     (9,981     —          —     

Operational Provision

     —          —          (798,787     (287,563     (612,907     (220,647

Deferred taxes not recognized/write off

     (4,001,603     (1,402,293     (2,006,687     (799,097     (1,451,467     (522,528

Fiscal incentives

     18,088        —          111,197        2,075        —          —     

Deferred taxes recognized from previous fiscal years

     —          —          812,366        294,192        —          —     

Other additions and exclusions

     476,987        171,715        (94,020     (32,940     (227,812     (66,686
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
            
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total income (expense) IRPJ and CSLL

     (556,347     (153,765     (1,168,029     (532,490     (1,016,179     (350,499
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effective rate

     4.96     1.37     26.21     11.95     21.06     7.26
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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27.4. Tax Incentives - SUDENE

Provisional Measure 2,199-14, of August 24, 2001, amended by Law 11,196, of November 21, 2005, allowed companies located in the Northeast Region with ventures in the infrastructure sector considered by act of the Executive branch to be a priority for regional development, to reduce the income tax amount owed for the purpose of investing in projects of installation, expansion, modernization or diversification.

Regarding concession contracts no. 006/2004 of generation, and no. 061/2001 of transmission (both signed by the CHESF), the right to the incentive reducing 75% of income tax covers the years of 2008 to 2017. For transmission contracts numbers 008/2005 and 007/2005, the right to the reduction incentive was granted for the period, 2011 to 2020. For contracts with a tax incentive, the income tax rate of 25% becomes 6.25%.

27.5. Special payment plan - PAES

The subsidiaries Furnas, Eletrosul, Eletroacre and Distribuição Alagoas chose to refinance tax debts. The refinanced term is limited to 180 months, and the balance owed is corrected by the long-term interest rate (TJLP) and SELIC rate.

27.6. Tax Recovery Program (REFIS) - Law 12,865/2013

On December 30, 2013, Furnas chose the REFIS, for processes related to the PASEP, COFINS and PASEP/COFINS taxes.

The financing term is limited to 180 months and the outstanding balance is adjusted according to SELIC.

27.7- Deferred PASEP and COFINS on Active Foreign Exchange Variation

On April 1, 2015, Decree No. 8,426 was enacted, reestablishing to 0.65% and 4%, respectively, the PIS/PASEP and COFINS rates incurring on financial income from corporations subject to the non-accrual regime, in effect on July 1, 2015.

However, with Decree No. 8,451, published on May 19, 2015, the Federal Government reestablished to zero the PIS/PASEP and COFINS rates incurring on financial income arising out of monetary adjustments, due to the foreign exchange rate, for (I) exporting of goods and services abroad; and (ii) obligations undertook by the corporation, including loans and financing.

 

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Considering that Decree No. 8,451 established the maintenance of the zero rate only for the above-mentioned operations, the Controller started paying, at the settlement of the corresponding transaction, the PIS/PASEP and COFINS contributions incurring on monetary changes arising out of foreign currency variations in loan agreements granted by the Company.

 

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In this context, due to the deferred taxation of exchange variation for the time of settlement of the operation, the Controller recognized in non-current liabilities differed PIS/PASEP and COFINS in the amounts of R$ 25,440 and R$ 156,551, respectively.

NOTE 28 – REGULATORY FEES

 

     12/31/2015      12/31/2014  

CURRENT LIABILITIES

     

RGR share

     154,753         229,178   

CDE share

     38,979         8,827   

PROINFA share

     45,819         28,466   

Compensation for the use of hydric resources

     56,932         66,006   

Rate for Energy Services Supervision

     5,223         4,072   

Research and Development R&D

     356,920         371,367   

Energy Efficiency Program - PEE

     24,397         167,446   

Others

     12,377         54,935   
  

 

 

    

 

 

 
     695,400         930,297   

NON-CURRENT LIABILITIES

     

RGR share

     8,184         32,975   

Research and Development R&D

     404,623         348,308   

Energy Efficiency Program - PEE

     49,388         48,844   

Others

     —           179,594   
  

 

 

    

 

 

 
     462,195         609,721   
  

 

 

    

 

 

 

TOTAL

     1,157,595         1,540,018   
  

 

 

    

 

 

 

28.1. Global Reversal Reserve - RGR

Concessionaires of the Public Service of Electrical Energy are responsible for contributing to the formation of the RGR, by paying a share named Reversal and Takeover of Electrical Energy Services, of up to 2.5% of the value of investments made by concessionaires and permit-holders, limited to 3% of annual revenue. The value of the share is calculated as a component of the cost of concessionaire’s service.

Concessionaires pay their annual share into the Fund, which is not controlled by the Company, in an attached bank account managed by the Company, which manages the account within the limits established by Law No. 5,655/1971 and later amendments, also not reflected in the Company’s Financial Statements, since it is an entity independent of the Company.

 

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According to Art. 20 of Law No. 12,431, 2011, this fee was extended until 2035, whereas it had originally been established to expire at the end, 2010. With the publishing of Law No. 12,783/2013, starting on January 1, 2013, the following were no longer required to pay into the RGR annually:

a) Concessionaires and permit-holders of the public service of electrical energy distribution;

b) Concessionaires of the public service of electrical energy transmission tendered after September 12, 2012; and

c) Concessionaires of the public service of transmission and generation of electrical energy renewed in accordance with Law No. 12,783/2013.

28.2. Energy Development Account (CDE)

The Energy Development Account (CDE) is intended to promote the development of energy in the states, projects to universalize electrical energy services, the program to subsidize low-income consumers, and expansion of the natural gas grid to serve states that do not yet have pipelines.

The CDE was created on April 26, 2002 and is managed by the Company, fulfilling a program set out by the Ministry of Mines and Energy, and does not affect the Company’s results.

The CDE is also used to guarantee the competitiveness of energy produced from alternative sources (eolic, small hydroelectric plants and biomass) and from national mineral coal.

Starting in 2013, as one of the instruments to enable a reduction in light bills, this contribution was reduced to 25% of the current rate.

28.3. PROINFA

The Federal government program for the development of projects to diversify Brazil’s energy grid and foster alternative sources of electrical energy, created by Law 10.438, of April 2002, is managed by the Company and seeks regional solutions for the use of renewable energy sources.

The PROINFA establishes the operation of 144 plants, totaling 3,299.40 MW* of installed capacity. The plants in the program account for the generation of approximately 12,000 gWh/year – an amount capable of supplying about 6.9 million residences and equivalent to 3.2% o the total annual consumption in the country. The 3,299.40 MW* contracted are divided into 1,191.24 MW* from 63 Small Hydroelectric Plants (PCHs), 1,422.92 MW* from 54 eolic plants, and 685.24 MW* from 27 plants based on biomass. This energy is guaranteed contracting for 20 years by the Company. Operations performed under PROINFA do not affect the Company’s results (which is responsible for payment).

 

(*) information not audited by independent auditors

 

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28.4. Financial compensation for the use of water resources

Financial compensation for the use of water resources for the purposes of generating electrical energy was instituted by the Federal Constitution of 1988, and are a percentage that concessionaires of hydroelectric generation pay for the use of water resources. ANEEL manages the collection and distribution of resources among beneficiaries: States, cities and entities directly managed by the Union.

As established by Law No. 8,001, of March 13, 1990, with the amendments given by Laws No. 9,433/1997, 9,984/2000 and 9,993/2000, 45% of the resources are destined for cities affected by the UHE reservoirs, while states are entitled to another 45%. The Union gets the remaining 10%. Generators characterized as Small Hydroelectric Plants (PCHs) are exempt from payment of this financial compensation.

The concessionaires pay 6.75% of the value of energy produced as Financial Compensation.

28.5. Fee for Oversight of Electrical Energy Services

The Fee for Oversight of Electrical Energy Services (TFSEE) was created by Law No. 9,427, of December 26, 1996, and regulated by Decree No. 2,410, of November 28, 1997, to create revenue for the National Electrical Energy Agency, to cover its administrative and operating expenses.

The TFSEE is equivalent to 0.5% of the economic value added by a concessionaire, permit-holder or authorization holder, including in cases of independent production and self-production, the exploration of services and electrical energy facilities.

The TFSEE is owed since January 1, 1997, and is set annually by ANEEL and paid in twelve monthly payments.

28.6 – Research and Development – R&D

Electricity concessionaires must, annually, apply the minimum amount equal to 1% of its net adjusted operating revenue on research and development for the electric sector, under the terms in Law No. 9,991, dated July 24, 2000.

The R&D funds aim to pay for studies and researches in planning the expansion of the energy system, as well as the inventory and feasibility needed to enjoy the hydro-electric potential.

Compliant with the terms in said regulations, as counterpart to amounts recorded in the liabilities, concessionaires account for in the result, in research and development, as operating income deduction.

 

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NOTE 29 – SHAREHOLDERS´COMPENSATION

 

     12/31/2015      12/31/2014  

CURRENT

     

Unclaimed dividends

     40,518         58,091   

Dividends Retained

     3,004         6,311   
  

 

 

    

 

 

 
     43,522         64,402   
  

 

 

    

 

 

 

29.1. – Dividends Retained from Previous Fiscal Years

In January, 2010, the Company’s board of directors ordered payment of the balance of the Special Undistributed Dividend Reserve, in four annual payments starting in fiscal year 2010, inclusive.

29.2. – Unclaimed Dividends

The balance of the remuneration to shareholders, demonstrated in current liabilities, contain the sum of R$ 40,518 (R$ 58,091 on December 31, 2014), which was unclaimed remuneration from the fiscal years, 2012, 2013, and 2014. The remuneration for 2011 and earlier has prescribed, according to the Company’s bylaws.

NOTE 30 – POST-EMPLOYMENT BENEFITS

The companies in the Eletrobras System sponsor pension plans for their employees, as well as post-employment medical assistance plans and life insurance in certain cases. Those benefits are classified as defined benefits (BD) and defined contributions (CD).

 

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Due to the decentralized structure of the Eletrobras system, each segment sponsors its own package of employee benefits. In general, the Group offers its current and future retirees and its dependents pension benefits, and post-employment medical assistance and life insurance, as presented in the following chart:

 

Types of post-employment benefits sponsored by Eletrobras System

    

Pension benefit plans

  

Other post-employment

Company

  

BD Plan

  

Paid Plan

  

CD Plan

  

Life Insurance

  

Health Insurance

Eletrobras    X       X    X   
Amazonas    X       X      
Boa Vista    X       X       X
Ceal    X       X       X
Celg D    X       X       X
Cepisa    X       X      
Ceron          X      
CGTEE    X            
Chesf    X    X    X    X   
Eletroacre          X      
Eletronorte    X       X    X    X
Eletronuclear    X             X
Eletrosul    X       X       X
Furnas    X       X    X    X

The pension benefit plan normally exposes the Group to actuarial risks, such as the risk of investment, interest rate risk, longevity risk and salary risk.

 

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Investment Risk    The current value of the liability of the defined pension benefit plan is calculated using a set discount rate due to the remuneration of high quality private securities; if the return on the assets of the plan is under that rate, the plan will run a deficit. At the moment, the plan’s investment is relatively balanced in stocks, debt instruments and real estate. Due to the long-term nature of plan liabilities, the pension fund’s board considers it appropriate that a reasonable portion of the plan’s assets should be invested in shares and real estate, to leverage the return generated by the fund.
Interest rate risk    A reduction in the interest rate of the securities will increase the plan’s liability. However, this will be partially compensated by an increased return on the plan’s debt securities.
Longevity risk    The current value of the defined benefit plan’s liability is calculated by referencing the best estimate of the mortality of plan participants during and after employment. An increase in the life expectation of plan participants will increase the plan’s liability.
Salary risk    The current value of the defined benefit plan’s liability is calculated by referencing the future salaries of plan participants. Therefore, an increase in the salary of plan participants would increase the plan’s liability.

The charts below present a conciliation of the present value of the defined benefit obligations and the fair value of assets whose values are recorded on the balance sheets for pension benefits and for all other post-employment benefits. Next we will present the consolidated results of the Eletrobras group. The most recent actuarial valuation of plan assets and of the present value of the defined benefits obligation was conducted on December 31, 2015.

 

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The balance of post-employment benefit obligations is presented below:

 

Post-employment benefit obligations - values recognized in balance sheet    2015      2014  

Defined pension benefit plans

     1,693,130         1,885,914   

Health and life insurance plans

     272,296         374,252   

Other post-employment benefit obligations

     8,259         —     
  

 

 

    

 

 

 

Total post-employment benefit obligations

     1,973,685         2,260,166   

CURRENT

     114,861         258,898   

NON-CURRENT

     1,858,824         2,001,268   

a) Conciliation of the liability of pension plans and other benefits

 

Post-employment benefit obligations - values recognized in balance sheet and
financial statements
   2015      2014      2013  

Present value of actuarial obligations, covered as a whole or in part

     17,867,309         18,494,073         17,196,047   

Fair value of plan assets (-)

     (18,905,009      (19,300,597      (17,830,733
  

 

 

    

 

 

    

 

 

 

Net Liabilities / (Assets)

     (1,037,700      (806,524      (634,686

Effect of restriction on asset

     1,890,266         1,916,652         1,241,668   

Actuarial debt contracted between sponsor and plan

     842,672         1,271,936         949,797   

Financial debt contracted between sponsor and plan

     157,757         191,664         85,903   
  

 

 

    

 

 

    

 

 

 

Value of post-employment benefits liability/(assets)

     1,693,130         1,885,914         1,123,599   
  

 

 

    

 

 

    

 

 

 

Current service cost

     (53,494      (47,310      85,557   

Cost of net interest

     125,220         70,338         195,397   
  

 

 

    

 

 

    

 

 

 

Actuarial Expenses / (Income) recognized in the fiscal year

     71,727         23,028         280,954   
  

 

 

    

 

 

    

 

 

 
Post-employment benefit obligations - values recognized in balance sheet and
financial statements
   2015      2014      2013  

Present value of actuarial obligations, covered as a whole or in part

     272,296         374,252         360,173   

Fair value of plan assets (-)

     —           —           —     
  

 

 

    

 

 

    

 

 

 

Net Liabilities / (Assets)

     272,296         374,252         360,173   
  

 

 

    

 

 

    

 

 

 
  

 

 

    

 

 

    

 

 

 

Liabilities / (Asset) of other post-employment benefits

     272,296         374,252         360,173   
  

 

 

    

 

 

    

 

 

 

Current cost of service

     14,147         19,238         —     

Cost of net interest

     43,639         42,626         36,383   
  

 

 

    

 

 

    

 

 

 

Actuarial expense / (income) recognized in the year

     57,786         61,864         36,383   
  

 

 

    

 

 

    

 

 

 

b) Disclosure of Defined Benefit Pensions

 

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Consolidated results of defined pension benefits - conciliation of the present value of defined benefit obligations:

 

Chart b.1 - Defined benefit pension plans - Activity of present value of actuarial obligations    2015      2014  

Value of actuarial obligations in the beginning of the year

     18,494,073         17,196,047   

(Sale) / Acquisition of subsidiary (*)

     (68,269      65,303   

Current cost of service

     86,483         84,100   

Interest on actuarial obligation

     2,167,943         2,009,652   

Benefits paid in the year (-)

     (1,455,594      (1,302,903

(Gain)/Loss on actuarial obligations arising out of remeasurement

     (1,357,326      441,874   

Actuarial (gains) losses due to changes in demographic assumptions

     25,321         (74,348

Actuarial (gains) losses due to changes in financial assumptions

     (1,309,909      455,898   

Actuarial (gains) losses due to adjustments by experience

     (72,738      60,324   
  

 

 

    

 

 

 

Present value of actuarial obligations in the end of the year

     17,867,309         18,494,073   
  

 

 

    

 

 

 

Consolidated results of defined benefit pensions - conciliation of the fair value of assets of plans:

 

Chart b.2 - Defined pension benefits plans - Changes and composition of fair value of assets    2015      2014  

Fair value of adssets at the beginning of year

     19,300,597         17,830,733   

Acquisition of subsidiary (*)

     (63,327      52,699   

Benefits paid during the year (-)

     (1,455,594      (1,302,903

Participant’s contribution during the year

     139,977         134,426   

Employer’s contributions during the year

     211,355         238,939   

Assets expected return during the year

     2,291,003         2,103,348   

Gain/(Loss) on assets of the plan (excluding interest income)

     (1,519,001      243,355   
  

 

 

    

 

 

 

Fair value of assets at the end of the year

     18,905,009         19,300,597   
  

 

 

    

 

 

 
  

 

 

    

 

 

 

Effective income of assets in the year

     772,002         2,346,703   
  

 

 

    

 

 

 

 

* Acquisition of subsidiary (See Note 43)

Consolidated results of pension benefits - Amounts recognized in other comprehensive income:

 

     2015      2014      2013  

Other comprehensive income (ORA) accrued Pension Program

     2,321,962         1,945,074         646,897   
     2015      2014      2013  

Actuarial gains (losses) recognized in ORA in the year for deferred taxes - Pension Program

     (376,887      (1.298.178      811,935   

 

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c) Disclosure of Other Post-employment Benefits

Consolidated results of other post-employment benefits - conciliation of present value of defined benefit obligations:

 

Chart c.1 - Other post-employment benefits – Activity of present value of actuarial obligations    2015      2014      2013  

Value of actuarial obligations at the start of the year

     364,821         360,173         433,695   

Current cost of service

     14,147         19,260         —     

Interest on actuarial obligations

     43,639         42,604         36,383   

Benefits paid in the year

     (11,249      (14,977      (10,197

(Gain)/loss on actuarial obligations arising from remeasurement

     (139,062      (32,808      (99,708

Actuarial (gains) losses derived from changes in demographic premises

     (29,682      29,384         —     

Actuarial (gains) losses derived from changes in financial premises

     (49,624      119,803         (179,178

Actuarial (gains) losses derived from adjustments for experience

     (59,756      (181,995      79,470   
  

 

 

    

 

 

    

 

 

 

Present value of actuarial obligations at year end

     272,296         374,252         360,173   
  

 

 

    

 

 

    

 

 

 

Consolidated results of other post-employment benefits – Sums recognized in Other Comprehensive Income:

 

     2015      2014      2013  

Other accrued comprehensive income (ORA) - Other post-employment benefits

     46,326         185,388         218,196   
     2015      2014      2013  

Actuarial gains (losses) recognized in ORA at exercise - Other post-employment benefits

     139,062         32,808         99,708   

d) Actuarial and economic assumptions

The actuarial assumptions presented below are used to determine the defined benefit obligation and expenses for the year.

 

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Economic Hypothesis

     2015    2014

Annual actuarial discount rate (i)

   13.16% to 13.27%    12.19% to 12.27%

Annual actual actuarial discount rate

   7.26% to 7.36%    6.12% to 6.20%

Projected average increase in wages

   5.50% to 9.57%    6.78% to 9.80%

Projected average increase in benefits

   5.50%    5.72%

Actual annual rate of change in medical costs

   0% to 6.18%    1.00% to 5.64%

Average annual inflation rate

   5.50%    5.72%

Expected return on plan assets (ii)

   13.16% to 13.27%    12.19% to 12.27%

Demographic Hypothesis

     2015    2014

Turnover rate

   0%;2.80%;80% T1 Service Table    0%;(2/participant age)-
0,04;80% T1 Service Table

Mortality table, active and inactive

   AT-2000;AT-2000 BASIC;AT-83
BASIC F;AT-2000 (D10);AT-2000
(suavizada 10%);AT-83 BASIC M
   AT-2000;AT-83 BASIC F;AT-
2000 (D10);AT-2000 (softened 10%)
M&F;AT-83 BASIC M;AT-83
M&F;AT-83 BASIC F

Disability mortality table

   AT-83;AT-83 (D10);AT-49 DES 2
years;MI-85;AT-49 M;AT-49
M&F;AT-49 (M&F) AGR
100%;RP - 2000
Disable;AT-83M (atoned
by 5%);RP 2000 Disable M&F;RRB
1983
   AT-83;AT-83 (D10);AT-49 DES 2
years;MI-85;AT-49 M;AT-49
M&F;AT-49 (M&F) AGR
100%;RP - 2000 Disable;AT-83M
(atoned by 5%);RP 2000 Disable
M&F;RRB - 1983

Disability table

   Light Weak, Medium, and Strong;
Muller; Alvaro Vindas;TASA-1927
(Suavizada 30%)
   Light Weak, Medium, and Stron;
Alvaro Vindas;TASA-1927
(Suavizada 30%)

% of married at retirement date

   95%    95%

Age difference between men and women

   4 years    4 years

(i) Long-term interest rate

(ii) Represents the maximum and minimum return rates of asset plans.

The definition of this rate took into account the market practice of Federal government bonds, according to the criteria recommended by national and international standards, for terms similar to those of the flow of obligations of the benefits program, for the duration.

The global expected return rate is the weighted average of expected returns from the various categories of plan assets. The Management’s valuation of expected return is based on historical return trends and market analysts’ forecasts for the assets during the life of the respective obligation. The current return of BD plan assets on December 31, 2015 was R$ (153,404) (R$ 148,505 in 2014) at the Controller, and R$ 772,002 (R$ 2,346,703 in 2014) in the Consolidated group.

 

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e) Employer contributions

On December 31, 2015, the contributions made by the Controller to the creation of mathematical provisions for benefits under the CD Plan reached R$ 16,983 (R$ 14,772 in 2014) and R$ 213,626 (R$ 183,145 in 2014) in the Consolidated group.

On December 31, 2015, the contributions made by the Controller to the creation of mathematical provisions for benefits under the BD Plan reached R$ 15,451 (R$ 12,385 in 2014) and R$ 211,355 (R$ 238,713 in 2014) in the Consolidated group.

The Controller expects to contribute R$ 29,696 to the defined benefit plan in the next year, and R$ 216,015 in the Consolidated.

The average weighted duration of the defined benefit obligation of the Controller is 8.16 years, and the average in the Consolidated group is 10.15 years.

An analysis of the expected maturation of non-discounted benefits of post-employment defined benefit plans:

Consolidated

 

Consolidated on December 31, 2015    Up to 1 year      From 1 to 2
years
     From 2 to
5 years
     Over 5
years
     Total  

Pension Program

     1,547,230         1,553,554         4,639,378         31,212,694         38,952,856   

f) The actuarial assumptions relevant to determining the defined obligation are: discount rate, medical cost, expected salary increase, and mortality. The following sensitivity analyses were determined based on reasonably possible changes to the respective assumptions which occurred at the end of the reporting period, all other assumptions remaining constant.

Parent Company

 

  If the discount rate were 0.25% higher (lower), the defined benefit obligation would be reduced by R$ 30,940 (increased by R$ 32,057).

 

  If life expectancy increased (decreased) in a year for men and women, the defined benefit obligation would increase by R$ 34,693 (decrease by R$ 35,550).

Consolidated group

 

  If the discount rate were 0.25% higher (lower), the defined benefit obligation would be reduced by R$ 380,518 (increased by R$ 396,007).

 

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  If medical costs were 0.25% higher (lower), the defined benefit obligation would increase by R$ 10,672 (decrease by R$ 9,863).

 

  If life expectancy increased (decreased) in a year for men and women, the defined benefit obligation would increase by R$ 289,720 (decrease by R$ 299,407).

The sensitivity analysis presented may not be representative of the real change in the defined benefit obligation, since it is not likely that the change would occur in isolated assumptions, considering that some assumptions may be correlated.

Additionally, when presenting the sensitivity analysis, the present value of the defined benefit obligation was calculated by the projected unit credit method at the end of the reporting period, which is equal to that used to calculate the liability of the defined benefit obligation recognized on the balance sheet.

There was no change in relation to previous years in the methods and assumptions used to prepare the sensitivity analysis.

g) Sums included in the fair value of plan assets

 

Asset Category

   2015      2014  

Immediately available values

     1,508         4,826   

Payable

     888,620         862,037   

Credit on Private Deposits

     394,430         397,668   

Fixed income investments

     13,720,841         12,779,880   

Variable income investments

     2,126,328         2,718,104   

Investment funds

     1,160,367         1,905,109   

Estate investments

     841,652         861,319   

Structured investments

     385,643         275,595   

Loans and financing

     526,007         593,423   

Others

     89,360         140,856   

( – ) Funds receivable from sponsor

     (408,644      (454,484

( – ) Operationable receivables

     (97,585      (62,453

( – ) Contingence receivables

     (437,104      (456,687

( – ) Investment funds

     (91,827      (84,577

( – ) Administrative funds

     (167,243      (163,708

( – ) Pension funds

     (27,344      (16,310
  

 

 

    

 

 

 

Total assets

     18,905,009         19,300,597   
  

 

 

    

 

 

 

The fair value of capital and debt instruments is determined based on market prices quoted in active markets, while the fair value of securities investments are not based on market prices quoted in active markets.

NOTE 31 - PROVISION FOR CONTINGENCIES

The Company and its subsidiaries are partly involved in various lawsuits underway in the courts, especially in the labor and civil courts, and which are in various stages. The ultimate amounts and timing of the cash outflows for these lawsuits are uncertain and are dependent on the outcome of the specific court decisions.

 

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a) – Provisions:

 

     12/31/2015      12/31/2014  

CURRENT

     

Labor

     21,100         12,589   

Civil

     569,625         19,493   
  

 

 

    

 

 

 
     590,725         32,082   

NON- CURRENT

     

Labor

     984,066         930,375   

Tax

     644,466         236,593   

Civil

     11,927,597         11,924,899   
  

 

 

    

 

 

 
     13,556,129         13,091,867   
  

 

 

    

 

 

 
     14,146,854         13,123,949   
  

 

 

    

 

 

 

On December 31, 2015, the Company has classified the amount of R$ 543,345 as current liabilities based on the history of payments of judicial causes made in the last three years.

These provisions evolved in the following way this year:

 

Balance on 12/31/2014

     13,123,949   
  

 

 

 

Provisions

     2,885,869   

Reversal of Provisions

     (1,096,853

Monetary Adjustment

     1,266,609   

Write Off

     (1,128,215

Payments

     (904,505
  

 

 

 

Balance on 12/31/2015

     14,146,854   
  

 

 

 

a) Main legal proceedings against the Company and its subsidiaries resulted in the recognition of a provison as of December 31, 2015 follows:

a.1) Civil lawsuits

In the Parent Company

 

    Compulsory Loan

Civil lawsuits in the Parent Company are aimed at getting monetary correction criteria to be applied to accounting credits of the Compulsory Loan constituted in 1978.

 

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There is an expressive judicial litigation involving the controller. The largest number of claims in this universe refers to claims aimed at getting monetary correction criteria to be applied to accounting credits of the Compulsory Loan on consumption of electricity.

These lawsuits were created in order to confute the monetary correction system determined by legislation governing the Compulsory Loan, and applied by the Company.

Credits of the compulsory loan were fully paid by the Company throughout of shares conversions with monetary correction based on legislation..

The difference has been presented to the Superior Court of Justice (STJ), and the merit has been decided by that Court. The matter, however, is currently subject to appeals to the Federal Supreme Court (STF), which are pending judgment.

Despite the fact that the matter had been submitted to the STF, due to the precedent of the STJ, decided under the terms in article 543-C in the Code of Civil Procedure of 1973, claims filed, have been following the regular course and, consequently, there have been several convictions for the payment of monetary adjustment differences related to this period, and as result of these, Eletrobras have been subject to many executions, and there is no agreement between Eletrobras and the plaintiffs as for the calculation of the due amount.

However, in the third quarter of 2015, the STJ issued decisions defining the parameters for the method to calculate such executions, accepting some of the claims made by Eletrobras, although not entirely, causing adjustments to the calculation methods adopted by Eletrobras and the risk classification of these claims and consequent difference in the provision for contingencies. Eletrobras adjusted the amounts recognized in the financial statements as of December 2014 to reflect such subsequent events that provided evidence of the conditions that existed at the end of the reporting period to which they relate date of issue of these financial statements. The amount of this subsequent adjustment arising from the compulsory loan had a net effect of R$ 4,141,503, no income tax effects apply.

In December 2015 there were approximately 3,868 lawsuits pursuing this same object, underway in various instances which The Company maintained provision for these civil contingencies, at the Controller, worth R$ 9,279,041 (December 31, 2014 – R$ 8,448,112) for these processes.

 

    Guarantor Contracts (Amazonas’ supply energy)

It is important to record the existence of processes filed against Amazonas Energia, where Eletrobras was included as defendant, as it appeared as guarantor and main debtor of Amazonas in several electricity supply contracts.

These processes arise out of payments, fines, and fees charged due to alleged delays and default by Amazonas in compliance with obligations related to such contracts.

Regarding processes related to this object, four of them have been judged to be inapplicable (decision favorable to Eletrobras) in lower courts, six have been judged as applicable (unfavorable to Eletrobras) in lower courts, and others are pending judgment. Processes judged to be applicable (unfavorable to Eletrobras) are currently pending judgment of appeals filed by Eletrobras.

 

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Processes judged to be inapplicable or which decision has not been issued by the lower court are classified as possible risk. However, eight (8) processes which were judged to be applicable had their risk reassessed and the Company believes an it is more likely than not an outflow of resources will occur for this present obligation. Because this is a discussion related to the examination of facts and evidences, being hard to be reformed in higher courts,the Company recognize a provision of R$ 617,002.

Lastly, it is important to note a process related to the execution of a contractual guarantee provided for in contract executed with Companhia Energética Manauara, which risk classification should also be reassessed as more likely than not an outflow of resources will occur for this present obligation, to the extent that the obligation is expressly provided for in the contract, which makes Eletrobras’ defense much harder. The amount of this process sums R$ 11,739.

Specifically regarding these energy supply contracts where Eletrobras appears as guarantor, the Company maintains the provision of R$ 628,741 (R$ 419,855 on December 31, 2014) grounded on the asset with the same amount before the subsidiary Amazonas Energia.

Chesf

i. Chesf is the claimant in a lawsuit which is petitioning for an addendum (Factor K in the analytical correction of prices) to the contract for civil construction of the Hydroelectric Plant Xingó to be declared partially invalid. The contract was signed with the consortium formed by Companhia Brasileira de Projetos e Obras – CBPO, CONSTRAN S.A. – Construções e Comércio e Mendes Júnior Engenharia S.A., and for the refunding of sums paid for Factor K, approximately R$ 350,000 (value at that time, converted into reais), in double.

The Pernambuco State Courts dismissed the lawsuit filed by the Company, and accepted the counterclaim presented by the defendants.

Chesf and the Federal Union, which is assisting it in this process, submitted special and extraordinary appeals to the Supreme Court. In August, 2010, the Supreme Court granted one of those special appeals submitted by Chesf, reducing the value of the cause, which means a substantial reduction in the honorariums that may be paid in the main lawsuit. The same Supreme Court rejected the remaining special appeals submitted by Chesf and the Federal Union, and therefore maintained the decision of the Pernambuco Court, which dismissed the declaratory action filed by Chesf and granted the counterclaim submitted by the defendants, which resulted in Chesf submitting requests for clarification, which went to trial in December 2012, and were concluded in December 2013, and were all rejected.

At the same time, and since the conclusion of the processing of the fact in the ordinary instances, the defendants have been taking various initiatives before the ordinary Pernambuco State courts, to obtain enforcement of the sum requested in the counterclaim.

In August 2013, the defendants took the initiative before the 12th Civil Court of Recife, PE, to obtain provisional enforcement of the sums which, by their own calculations, would be the correction of the sum granted them by the TJPE (Pernambuco State Court). In this case, CHESF was ordered to pay the sums in question, but submitted a

 

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“pre-enforcement challenge” (pointing out, supported by Supreme Court case law, various irregularities in the procedures that would immediately disallow this provisional enforcement, without prejudice to other specific topics challenged in the calculations of the defendants themselves due to the TJPE’s ruling): After a response from the defendants and a response from Chesf, on December 31, 2013 the process was awaiting court examination of this “challenge.” On August 22, 2014 the pre-enforcement challenge was dismissed, and the seizure via Bacenjud of R$ 948,670 was ordered. A surety bond was offered for R$ 1.3 billion in place of the online seizure, which was accepted on August 28, 2014 by the Judge of the 12th Civil Court, who ordered the immediate release of the sum seized. An appeal filed by the Consortium caused the suspension on September 15, 2014 of the effects of the decision which ordered the release of the sum; however, on September 24, 2014, the court quashed the Requests for Clarification filed by Chesf regarding the provisional execution, for lacking the condition of admissibility, and therefore revoked the constriction measures ordered incidentally.

The Consortium filed a Claim, assigned to the 6th Civil Chamber of the TJE on November 6, 2014, which was awaiting trial on December 31, 2014.

Considering the development of all of the proceedings referred to above and all of the rulings on the appeals presented until then, the Management, based on the opinion of its legal advisors and on calculations that took into account the suspension of payments related to Factor K and their respective monetary correction, is keeping a provision record under Non-Current Liabilities, the sum of which, updated to December 31, 2015, is R$ 1,071,554 (December 31, 2014 – R$ 850,891), to cover any losses arising from this matter. The Company can not estimate with precision the moment (in future years) of settlement of of these proceedings.

ii. Lawsuit for compensation of 14,400 ha of land from the Aldeia farm, filed with the Sento Sé (BA) county on behalf of the estate of Anderson Moura de Souza and his wife. The sentence in the first instance granted the request and condemned Chesf to pay the sum of R$ 50,000 as principal, interest and monetary correction. Chesf filed an appeal to the Bahia state court and the process was transferred to the Federal Justice due to intervention by the Federal Union as assistant. Chesf’s Management, based on the opinion of its legal advisors, considers the likelihood of loss to be probable, that an outflow of resources will happen for this present obligation and therefore has a provision for R$ 100,000 recorded under its non-current assets (December 31, 2014 – R$ 100,000). As of December 31, 2015, the lawsuit was still pending judgment.

iii. Lawsuit for compensation filed by Indústrias Reunidas Raimundo da Fonte S/A (Vitivinicola Santa Maria S.A), due to the flooding caused by the 1992 flood of the São Francisco river.

The sentence, which is final ordered a provisional settlement, and remitted to experts for definition of the consequential damages and lost profit. A single agricultural engineer was designated, who has the competence to determine the consequential damages but not the lost profit. The report was challenged by Chesf, who requested that the 1st Civil Court order an accounting expert report to be made in order to obtain an amount, even if approximate, for lost profits, considering the activity developed by the petitioner. The request was rejected, and an interlocutory appeal was filed, which upheld the dismissal, special appeal (which the TJPE declined to accept) and the Grievance on a special appeal (AREsp 377.209-PE), which was not granted, and Bill of Review that was not granted either, resulting in the final decision of the process. The Company has made judicial deposits in the amount of R$ 61,004, that has been withdrawn by the party and waits for the issuance of the decision extinguishing the execution.

 

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Eletronorte

i. Expropriations filed by the Company with the intention of compensating the owners of the areas affected by the formation of the Balbina Hydroelectric Power Plant (AM) reservoir. Most of the proceedings are in the fulfillment of sentence phase. There is a discussion regarding the legitimacy of the deeds presented by the expropriated parties, and in fact the Federal Public Prosecutor has filed a class action lawsuit contesting those deeds. The provision created for this cause as of December 31, 2015 is R$ 375,449 (December 31, 2014 – R$ 364,549).

ii. Relates to the refund of values to Sul America Companhia Nacional de Seguros due to the payment made to Albrás Alumínio Brasileiro S.A. for the claim incurred because of interruption in the supply of electricity. The process value is R$ 236,731 (December 31, 2014 – R$ 229,835). The balance had significant increase mainly due to the change in the risk classification of the civil claim, from possible to probable.

a.2) Labor-related

Furnas:

i. Classification of process No. 010058-17.2012.5.18.0131, labor nature, as probable, in the amount of R$ 21,044, filed by the Union of Electric Workers of Furnas and DME, classified as possible risk by December 31, 2014, due to the presentation of calculation by the Plaintiff in Court.

ii. Inclusion of process No. 0171500-23.1995.5.01.0046, labor nature, in the amount of de R$ 5,957, related to supplement to retirement (equality). Process in the appeal phase due to the filing of a Bill of Review of Brief by Fundação Real Grandeza.

Ceal

The Alagoas State Union of Urban Industry Workers filed a labor claim on behalf of the Company’s employees, as procedural substitute, seeking to receive alleged wage differences not received by virtue of implementation of the so-called “Bresser Plan” (Decree-Law No. 2,335/87).

The claim was granted by the Honorable Second Board of Conciliation and Judgment of Maceió-AL, a decision which was confirmed by the Regional Labor Court of the 19th Region, and the decision is final.

It so happens that, in execution of the sentence, the 2nd Labor Court of Maceió understood at the time that there would be no limitation on the base date for the category, which make execution excessively burdensome.

 

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Hence, the risk of of outflow of resources for this present obligation was evaluated as probable as far as the loss being limited to the base date, since the judgment limiting the base date on the category will be issued with the continued execution.

Payment of the wage differences was limited to the base date through Abstract 322 of the Supreme Labor Court (TST), which established: salary adjustments derived from so-called “triggers” and URPs (price reference unit), established legally as an advance, are owed only until the base date for each category.

 

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We emphasize that among the applicable legal measures, stays of execution were filed, which would allow an examination of the limitation of calculations to the base date for the category, a procedure also adopted by the Attorney General of the Union.

Add to this the fact that the Union joined in the action, which reinforces the Company’s defense in the attempt to obtain a limitation on the base date. Also the decision dated March 15, 2011 by the Regional Labor Court of the 19th Region, proc. 251900.68.5.19.1989.0002, for the Companhia de Abastecimento de Águas e Saneamento de Alagoas – CASAL, which limited their base date. CEAL has a contingency provision for this matter in the sum of R$ 5,281 (December 31, 2014 – R$ 4,687).

a.3) Tax

Eletronorte

There are two relevant provisions for Acts of Infringement and Fiscal Notification in the amount of R$ 319,529, specified below and other less relevant provisions involving the Tax on the Circulation of Goods and Services (ICMS) and federal taxes before the Office of the Federal Revenue of Brazil.

The Acts of Infringement and Fiscal Notification refer to the Fee to Control, Accompany, and Supervise Exploration and Use of Hydric Resources Activities – TFRH, regulated by Decree No. 1,227/2015, aimed to pay for the supervision and use of hydric resources in the territory of the state of Pará. The first Act of Infringement was filed on August 27, 2015 in the amount of R$ 206,316 related to the non-payment of TFRH in the period from April to June 2015. The second Act of Infringement was filed on November 11, 2015 in the amount of R$113,212, related to the period between July and September 2015. In the administrative and judicial sphere, the appeal related to the first Act of Infringement of the Company was not granted, regarding the second Act of Infringement, the Company has filed Objection, but there is no expectation of results different from the first one. Therefore, the Company proceeded to establish a provision for both Acts of Infringement.

Furnas

Inclusion of process No. 0084092-14.2015.4.02.510, tax nature, being an annulment claim discussing tax credit arising out of the administrative process No. 16682.720330/2012 (collection of PIS/COFINS on RTE and Itaipu) in the amount of R$ 126,377, and this requirement was guaranteed by judicial deposit made in the attached procedure, no. 064673-08.2015.4.02.5101. On July 6, 2015 Furnas made a judicial deposit in the total amount required at the time, summing R$ 117,309.

b) Lawsuits filed against the Company and its subsidiaries that are contingent liabilities and therefore no provision have been recognized.

 

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For each of the lawsuits described below, the managements of the Company, based on the opinion of their legal advisors, considers there is no present obligation for each of these cases and therefore no provisions have been recognized. Management of the Company believes the aggregate amounts of possible loss for these contingent liabilities are as follows:

 

     12/31/2015      12/31/2014  

Labor

     1,228,770         1,212,589   

Tax

     6,253,906         7,802,015   

Civil

     23,715,573         14,650,667   
  

 

 

    

 

 

 
     31,198,249         23,665,271   
  

 

 

    

 

 

 

b.1) Civil

Parent Company

i. The value of possible causes against the controller is substantially formed by those related to the Compulsory Loan, which claims are not contained in the court decision of August 2009. Note 25 contains a description of the nature of the Compulsory Loan. In December, 2015, the value of possible causes related to the Compulsory Loan was R$ 3,306,781 (December 31, 2014 – R$ 3,207,639).

ii. With regards to the lawsuits for which the risk assessment is possible, we point out the administrative lawsuit filed by the National Electrical Energy Agency (ANEEL) by means of Dispatch no. 63, of January 13, 2014, which ordered Eletrobras to reimburse to the RGR account the historical sums of R$ 1,924,188 and R$ 113,577, mainly from amortizations of the balance owed on financing not refunded to the RGR and the appropriation of financial fees from said fund in the period of 1998 to 2011.

The above-mentioned dispatch also orders the amounts in question to be corrected at the rate of the Banco do Brasil extra-market rate from the date in which they should have been refunded to the RGR until they are effectively returned to that fund. Eletrobras, in disagreement with this contradictory position by ANEEL, filed an administrative appeal on January 24, 2014, alleging the expiration of claims for reimbursement of those sums, the non-existence of an unlawful act by itself, and objective good faith in the management of the resources. On December 31, 2015, the value of the cause was R$ 8,031,500.

iii. With regards to lawsuits for which the risk assessment is possible, we point out the lawsuits from the Independent Energy Producers (PIEs). These lawsuits are filed against the subsidiary Amazonas Energia, and Eletrobras was included as co-defendant, since it is guarantor and main debtor of Amazonas in many energy supply contracts, and result in the sum of R$ 664,931 (December 31, 2014 – R$ 773,900)

 

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The lawsuits that were dismissed or in which a sentence was not yet handed down in the first instance are classified as a possible risk of contingent liabilities.

Those lawsuits derive from payments, fines and fees or supposed delays and default by Amazonas in the fulfillment of obligations from those contracts.

iv. For information relating to securities class actions, please see note 4.XI.c.

v. On December 19, 2013, ANEEL published Resolution No. 1,674, establishing the fee to transfer power from Itaipu for 2014 in the amount equivalent to US$26.05 a month, not taking into account the negative balance of the Itaipu energy trading account in the amount of R$ 881,785, as informed by Eletrobras.

Understanding that the agency decision is mistaken, Eletrobras has filed a claim for reconsideration on January 2, 2014, claiming that the resolution violates the terms in Decree No. 4,550/2002 in different aspects, therefore, being absolutely illegal, infringing the principles of hierarchy of laws and the prohibition against illicit enrichment.

Eletrobras’ claim was granted, recognizing that the amounts corresponding to the default of payments made by distribution companies to Eletrobras should be taken into account in the balance of the Itaipu energy trading account, determining that expenses incurred with the default and other debts held by shareholders could be offset, in an updated manner, upon defining the power transfer fee for 2015. On December 31, 2015, the value of the cause is R$ 1,109,973.

vi. This is an ordinary claim filed by Energimp aiming to obtain a judicial statement on the right to receive the full amount of energy generated, according to fees adopted under Proinfa, related to a specific period where it was not included in the program, due to the termination administrative procedure that aimed to determine irregularities in the qualification process.

The plaintiff obtained a preliminary decision determining that Eletrobras should transfer the due and payable payments and, later, the low court decision judged the claim as applicable.

Eletrobras has complied with the preliminary decision, transferring the fees from the Proinfa account, since the issuance of the preliminary order.

Notwithstanding compliance with the preliminary order, Eletrobras has filed an appeal claiming to reform the decision, and this appeal is pending judgment.

It is important to clarify that this claim refers to funds from the Proinfa account, which is managed by Eletrobras, but held by the Federal Government, not being related to ordinary funds of Eletrobras. On December 31, 2015, the value of the cause is R$ 316,353 (December 31, 2014 – R$ 263,004).

Chesf

The ordinary lawsuit filed by AES Sul Distribuidora Gaúcha de Energia, seeking the accounting and payment by ANEEL of market transactions related to the positive exposure (profit) obtained by not opting for the relief (insurance) in December of 2000. An interlocutory decision issued in the interlocutory appeal lodged by AES Sul against ANEEL resulted in a payment of approximately R$ 110,000.

 

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Class action lawsuit filed by the Federal Public Prosecutor in the Judiciary Paulo Afonso – BA mid-lower region, which, in short, aims to obtain a court order declaring the non-existence of the Agreement Addendum of 1986, signed in 1991, between Chesf and representatives of the Union Hub of Rural Workers of the São Francisco mid-lower region. On March 26, 2014, the Appeal filed by AES Sul Distribuidora Gaúcha de Energia was judged and granted by the 1st Region TRF. Chesf filed a bill of review against the decision that granted the Appeal, and it was rejected. On December 31, 2015, the decision that rejected the bill of review was pending publication.

ii. Indemnity claim filed by Hidroservice, process No. 0009364-44.2003.4.05.8300 before the 2nd Federal Court - PE, aiming to annul the securitization agreement electric sector with indemnity for impairment in the negotiation of securities received, bank interest. The value attributed to the cause was R$ 250,000 (historical), estimated at R$ 598,500. Appeals were not granted, maintaining the decision that judged the claim to be inappropriate. Request for Clarification judged on November 26, 2013 to correct the material error identified by Chesf and reject the appeals of the parties. Filing of Special Appeal and Extraordinary Appeal by Hidroservice. Eletrobras and the Federal Government have filed Special Appeal claiming increase of the attorneys’ fees. The Extraordinary Appeal filed by Hidroservice and the Special Appeals filed by Eletrobras and the Federal Government have been rejected and the Special Appeal filed by Hidroservice was remitted to the STJ, where judgment is pending. Hidroservice, Eletrobras and the Federal Government have filed bills of review in order to have their appeals admitted.

iii. Process No. 2014.01.1.193316-6, before the 23rd Civil Court of the Judicial Section of Brasília – DF. This is an ordinary claim filed by Energia Potiguar Geradora Eólica S.A., Torres De Pedra Geradora Eólica S.A., Ponta do Vento Leste Geradora Eólica S.A., Torres de São Miguel Geradora Eólica S.A., Morro dos Ventos Geradora Eólica S.A., Canto da Ilha Geradora Eólica S.A., Campina Potiguar Geradora Eólica S.A., Esquina dos Ventos Geradora Eólica S.A., Ilha dos Ventos Geradora Eólica S.A., Pontal do Nordeste Geradora Eólica S.A., and Ventos Potiguares Comercializadora de Energia S.A., claiming for indemnity for material damages (consequential damages and loss of profit), in the amount of R$ 243,067, and that arise out of alleged delay in the go-live of LT Extremoz II – João Câmara II and SE João Câmara II. On December 31, 2015, the process was under the recognition phase, with the filing of a response.

iv. Process No. 33328-13.2015.4.01.3400 – 15th Federal Court of the Judicial Section of the Federal District. This is a public civil action filed by ANEEL aimed to collect from Chesf alleged losses that end users of electricity incurred with delays in works related to the so-called Shared Generation Facilities—ICGs. This loss sums R$ 1,470,885. Chesf received the notification on October 23, 2015, and filed its response on December 4, 2015. At this time, it is not possible to estimate the end of this cause, because this is the first claim in the country to discuss this issue (there is no history in Brazil of the filing of collective claims with a similar object).

Eletrosul

Compensation lawsuit brought by Mineradora Tibagiana Ltda., and which Consórcio Energético Cruzeiro do Sul is a party to. Eletrosul has a 49% stake in R$ 386,396, so R$ 189,334.

Furnas

i. Process no. 0018333-44.2005.4.01.3400, civil nature, ANEEL – National Regulatory Agency of Electricity, in the amount of R$ 103,000 (December 31, 2014 - R$ 112,270), invalidate the ANEEL act that forces Furnas to sign CUST with Empresa Produtora de Energia Cuiabá – the provisioned value refers to the value that Furnas did not pay

 

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as fees because it has a favorable preliminary decision that suspends execution of CUST – the risk is possible considering that in the lower court the claim was judged to be inapplicable, but furnas obtained a preliminary decision by the panel that will judge the appeal to suspend the execution of the contract until final judgment of the claim.

ii. Inclusion of process No. 0230268-26.2015.8.19.0001, civil nature, in the amount of R$ 123,476, relates to the statement of non-existence of fine and collection for material damages by Consórcio Fornecedor Batalha (CONBAT). The claim aims to suspend, primarily, and annul, by the end of the claim, the improper fine imposed by the Defendant Furnas to Plaintiff CONBAT, avoiding inclusion of the consortium in CADIN and reestablishing the financial and economic balance of the administrative contract, claiming delay by the Defendant Furnas in compliance with its obligations. The amount included in the report refers to the provision value and not the cause. The possible risk was classified considering that the purpose of the claim needs to go through the discovery phase, and after this phase, the risk of disbursement is to be evaluated again.

iii. Updating process No. 0027531-15.2007.8.19.0001, civil nature, by Inepar S.A Indústria e Construções, related to material damage, variation of R$ 94,137, with current value at R$ 138,105 (R$ 43,968 on December 31, 2014).

b.2) Tax-related

Parent Company

It is a Special Appeal of Disagreement, filed by the National Finance Attorney, based on Article 7, II, of the Internal Regulations of the Superior Chamber of Tax Resources, against the rightful Ruling No. 202-19,201, unanimous, of the Second Chamber of the First Taxpayer Council.

In the case, a Notice of Infraction was served on Eletrobras, with the requirement to pay COFINS for taxable events which occurred in the period of February 1999 to November 2002, specifically regarding financial income earned from financing, loan and financial assignment contracts, and exchange fluctuations, derived from contracts between Eletrobras and Itaipu Binacional.

Eletrobras defended itself from the challenge, alleging that it excluded the revenue in question from the COFINS taxable based supported by Clause XII, subsection “b” of the Brazil-Paraguay treaty, which was the object of Legislative Decree No. 23, of May 30, 1973.

Despite the challenge submitted, the tax requirement made by the Office of the Brazilian Federal Revenue Service in Brasilia was maintained, where Eletrobras filed a voluntary appeal, which was granted by the 2nd Chamber of the Taxpayer Council.

 

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The Union (National Finance), filed a special appeal of disagreement, requesting annulment of the ruling, and that appeal is pending trial. In this manner, the last decision of the Taxpayer Council was favorable to Eletrobras, and we consider the decision to be fully consistent with Federal Supreme Court case law. The case value as of December 31, 2015: R$ 448,841 (December 31, 2014 - R$ 403,397).

Furnas

i. Process no. 16682.720.517/2011-98 in the administrative phase, regarding the notice of assessment from the Brazilian Federal Revenue Service (RFB) due to a fiscal procedure to verify the determination of corporate income tax (IRPJ) and CSLL for the calendar year of 2007, particularly with regards to amounts considered for: reduction of net income; depreciation expenses; and other operating expenses. Value on December 31, 2015: R$ 1,229,555 (December 31, 2014 - R$ 1,070,522).

ii. Process no. 16682.720.516/2011-43 in the administrative phase, regarding the notice of assessment from the Brazilian Federal Revenue Service (RFB) due to a fiscal procedure to verify a possible insufficiency in the collection or declaration of contributions to the PIS/Pasep and Cofins in the period of Oct/2006 to Dec/2009. Value as of December 31, 2015: R$ 1,160,978 (December 31, 2014 - R$ 1,010,814).

iii. Process no. 16682.720.878/2013-04 in the administrative phase, regarding the notice of assessment from the Brazilian Federal Revenue Service (RFB) due to a fiscal procedure to verify the use of an expense in 2000 (due to assuming a debt with the Real Grandeza Foundation) as a fiscal loss recorded in 2009, and consequently offset in the calendar years of 2009, 2010 and 2011. The tax authority states that the record was made incorrectly, since the expense should have been accounted for in its period of competence, in 2000. As such, it disallowed the expenses deducted in the calendar year, 2011. Value as of December 31, 2015: R$ 744,430 (December 31, 2014 - R$ 634,585).

iv. Process no. 16682.720.874/2013-18, a challenge filed against the notice of assessment from the Brazilian Federal Revenue Service (RFB) due to Furnas having treated the revenue from the use by Itaipu of the electrical network as exempt income. Default entry of difference in amounts owed for Pasep/Cofins and those declared by means in the DCTF (declaration of federal tax credits and debits). Value: R$ 107,303 (December 31, 2014 - R$ 182,114 ).

v. Inclusion of process No. 0085231-98.2015.4.02.5101, tax nature, in the amount of R$ 651,430, due to Tax Execution filed by the Federal Government to require tax credit arising out of administrative process No. 16682.720331/2012-10, that requires from Furnas differences found in IRPJ and CSLL due to compensations with no use of PER/DCOMP.

vi. Process No. 16682.722946/2015-23, tax nature, in the amount of R$ 558,631, by the Office of Federal Revenue of Brazil, collection of IRPJ and CSLL + interest and fine because: Furnas recorded, wrongly, in 2009, as fiscal loss, an expense incurred in 2000 because of a debt assumption contract with Fundação Real Grandeza, in order to improperly reduce the actual profit from the calculation base of CSLL in 2009, 2010, and 2011 and, consequently, tax paid; Furnas had improperly excluded, from the IRPJ base a fine collected due to the lack of recognition of monthly estimates of IRPJ and CSLL due to compensations and that were disregarded by the fiscal, and CSLL amounts as “reversion of balance of non-deductible provisions” and “other exclusions,” amounts related to payments made as interest over recognition of debt between Furnas and Real Grandeza. 3) Furnas has proceeded with the compensation of credits while calculating IRPJ and CSLL without per/dcomp, and the fiscal considered these compensation as non-existing, asking, additional to the amount that was not paid, for a fine for the non-payment of monthly payments.

 

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vii. Process No. 16682.721.073/2014-51, tax nature, in the amount of R$ 245,543, by the Office of Federal Revenue of Brazil, collection of single fine related to CSLL because of compensation made by Furnas without per/dcomp – act of infraction – collection of CSLL, interest and proportional fine due to the portion determined by the fiscal because of the use of credits by Furnas for fiscal loss calculated in 2007 – collection of single fine related to IRPJ because of compensation made by Furnas without per/dcomp – collection of IRPJ, interest and proportional fine due to the portion determined by the fiscal because of the use of credits by Furnas for fiscal loss calculated in 2007.

c) Processes where the risk of disbursement is remote, not provisioned

Chesf

Collection lawsuit underway by the contractor Construtora Mendes Júnior S.A., hired to build the Itaparica hydroelectric plant, due to alleged financial losses resulting from a delay in the payment of invoices by the Company.

In this collection lawsuit, contractor Construtora Mendes Júnior S.A. obtained a sentence from the 4th Civil Court, which was later annulled, which sentenced Chesf to pay a sum which, including attorney’s fees and monetary correction until August of 1996, calculated by the criteria determined by the court, would be approximately R$ 7,000,000, a sum which has not been updated since. The Federal Public Prosecutor submitted a statement requesting that the entire process be dismissed, and in the merits, requested that it be inadmissible. The contractor Construtora Mendes Júnior S.A. filed appeals to the Supreme Court (ARESP), and on December 31, 2012, in that instance, the Federal Public Prosecutor issued an opinion finding that the appeals should be rejected. The Federal Prosecution Office submitted an opinion for the rejection of the appeal, judged to be inapplicable on February 19, 2014. Mendes Junior has filed a Regulatory Appeal, converted into REsp and presented to be judged on December 4, 2014, with oral statements presented by the parties. Because Judge Benedito Gonçalves asked to see the files, the session was suspended, and resumed on December 18, 2014, when the First Panel, unanimously, decided upon rejecting the Special Appeal filed by Mendes Júnior. The decision was published on March 19, 2015. Mendes Júnior filed a request for clarification, and Chesf was granted the right to see the files. On December 31, 2015, the request of clarification was pending judgment by the STJ.

 

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NOTE 32 – ASSET DECOMMISSION OBLIGATION

The Company recognizes decommissioning obligation in thermonuclear power plants, which consist of a program of activities required by the National Nuclear Energy Commission (CNEN), which allows dismantling these nuclear facilities safely and with a minimal impact on the environment, at the end of their operating cycle.

Given the specific characteristics of operating and maintaining thermonuclear power plants, whenever there are changes to the estimated cost of demobilization, due to new studies and new technological advancements, the decommissioning charges should be changed so as to adjust the balance of the obligation to the new reality.

The balance of the obligation recognized at current value, as of December 31, 2015, is R$ 1,201,186 (December 31, 2014 – R$ 1,314,480).

 

Balance of Liabilities, at present value, on 12/31/2012

     988,490   
  

 

 

 

Adjustment to present value / Dexchange variation in the period

     147,852   

Balance of Liabilities, at present value, on 12/31/2013

     1,136,342   
  

 

 

 

Adjustment to present value / Dexchange variation in the period

     178,138   

Balance of Liabilities, at present value, on 12/31/2014

     1,314,480   
  

 

 

 

Adjustment to present value / Dexchange variation in the period

     (113,294
  

 

 

 

Balance of Liabilities, at present value, on 12/31/2015

     1,201,186   
  

 

 

 

NOTE 33 – ADVANCE FOR FUTURE CAPITAL INCREASE

The resources originated from the National Treasury, and are destined for the projects below:

 

     12/31/2015      12/31/2014  

Acquisition of shares CEEE / CGTEE

     196,544         173,521   

Transmission line Banabuí - Fortaleza

     3,318         2,929   

UHE de Xingó

     9,322         8,230   

Transmission line in the State of Bahia

     1,459         1,288   

Fundo Federal de Eletrificação - Law 5,073/66

     8,650         7,638   
  

 

 

    

 

 

 
     219,294         193,606   
  

 

 

    

 

 

 

 

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NOTE 34 – ONEROUS CONTRACTS

 

     Balance on
12/31/2014
     PROVISIONS      REVERSALS      Balance on
12/31/2015
 

Transmission

           

Contract 062/2001

     608,488         120,990         —           729,478   

LT Recife II - Suape II

     7,657         43,367         —           51,024   

LT Camaçari IV - Sapeaçu

     2,917         96,163         —           99,080   

Others

     13,028         6,108         (2,669      16,467   
  

 

 

    

 

 

    

 

 

    

 

 

 
     632,090         266,628         (2,669      896,049   

Generation

           

Camaçari

     91,122         —           (10,681      80,441   

Funil

     132,219         —           (48,431      83,788   

Coaracy Nunes

     30,361         197,730         —           228,091   

Furnas

     168,701         —           (168,701      —     

Marimbondo

     25,989         53,935         —           79,924   

Others

     51,406         78,666         —           130,072   
  

 

 

    

 

 

    

 

 

    

 

 

 
     499,798         330,331         (227,813      602,316   
  

 

 

    

 

 

    

 

 

    

 

 

 
     1,131,888         596,959         (230,482      1,498,365   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Current Liabilities (*)

     1,687         7,386         —           9,073   

Total Non- Current Liabilities

     1,130,201         589,573         (230,482      1,489,292   
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL

     1,131,888         596,959         (230,482      1,498,365   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(*) Amount recorded in item Other current liabilities

 

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     Balance on
12/31/2013
     PROVISIONS      REVERSALS      Balance on
12/31/2014
 

Transmission

           

Contract 062/2001

     875,272         647,484         (914,268      608,488   

Others

     —           23,602         —           23,602   
  

 

 

    

 

 

    

 

 

    

 

 

 
     875,272         671,086         (914,268      632,090   

Generation

           

Itaparica

     863,146         —           (863,146      —     

Jirau

     711,881         —           (711,881      —     

Camaçari

     267,117         —           (175,995      91,122   

Funil

     95,903         131,385         (95,068      132,220   

Mauá- Klabin

     19,853         —           (19,853      —     

Coaracy Nunes

     88,545         —           (58,184      30,361   

Others

     30,425         260,138         (44,468      246,095   
  

 

 

    

 

 

    

 

 

    

 

 

 
     2,076,870         391,523         (1,968,595      499,798   

Distribution

           

Intangible

     295,259         —           (295,259      —     
  

 

 

    

 

 

    

 

 

    

 

 

 
     295,259         —           (295,259      —     
  

 

 

    

 

 

    

 

 

    

 

 

 
     3,247,401         1,062,609         (3,178,122      1,131,888   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Current Liabilities (*)

     3,066         221         (1,600      1,687   

Total Non- Current Liabilities

     3,244,335         1,062,388         (3,176,522      1,130,201   
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL

     3,247,401         1,062,609         (3,178,122      1,131,888   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     12/31/2015     12/31/2014  
     BALANCE      DISCOUNT
RATE
    BALANCE      DISCOUNT
RATE
 

Transmission

     896,049         7.00     632,090         6.57

Generation

     602,316         7.50     499,798         6.69
  

 

 

      

 

 

    

TOTAL

     1,498,365           1,131,888      
  

 

 

      

 

 

    

Of the provision for onerous contracts maintained on December 31, 2015, R$ 1,270,274 (R$ 1,101,527 on December 31, 2014) arise from concession contracts extended under Law No. 12,783/13, due to the tariff determined presenting an imbalance in regards to current operating and maintenance costs. Given this, the present obligation according to each contract was recognized and measured as a provision, and may be reversed due to adjustments in the cost reduction and/or tariff revision program.

Regarding transmission contracts, premises adopted to calculate the onerous contract included the transmission revenue from concession contracts authorized by Resolution No. 1,918, dated June 23, 2015, a discount rate of 7.00% and the effectiveness of the respective contracts.

 

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The reversion in the provision due to onerous contract of UHE Furnas and Funil is due to two reasons: RAP increase, due to update for the 2015-2016 cycle, according to ANEEL Approving Resolution No. 1,918, dated June 23, 2015 (a 17.59% increase compared to the 2014 – 2015 cycle); and the reduction of costs in the item Services, that is affected when contracted employees leave, in 2018.

The variation seen in the item UHE Camaçari was due to the recording of reversion of onerous contract arising out of premises for calculation, that included generation revenue from plants, defined under the terms in Resolution No. 1,924, dated July 28, 2015, added with PIS/PASEP, COFINS and Financial Compensation for the Use of Hydric Resources– CFURH.

In 2015, the subsidiary Eletronorte has found that the contract of UHE Coaracy Nunes presented significant evidences of onerous aspects.

NOTE 35 – LONG-TERM OPERATING COMMITMENTS

The Company’s long-term operating commitments, mainly related to purchase agreements for electrical energy and fuel, are:

35.1. Purchase of energy

 

Companies

   2017      2018      2019      2020      2021      After 2021  

Amazonas D

     635,888         662,606         716,042         750,154         785,509         3,093,977   

CGTEE

     210,360         210,360         210,360         172,884         172,884         345,768   

Chesf

     312,502         299,559         314,542         329,594         4,321,655         —     

Distribuidora Alagoas

     719,541         815,969         882,501         857,696         890,258         —     

Distribuidora Piauí

     803,686         854,142         836,801         770,165         773,796         281,575,369   

Distribuidora Rondônia

     2,156,151         —           —           —           —           —     

Eletrosul

     275,685         254,399         264,407         254,484         264,407         3,225,297   

Furnas

     551,187         542,988         552,359         544,462         541,816         3,126,539   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     5,665,000         3,640,023         3,777,012         3,679,439         7,750,325         291,366,950   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

35.2. Fuel suppliers

 

Companies

   2017      2018      2019      2020      2021      After 2021  

Amazonas D

     2,703,545         2,703,545         2,703,545         2,703,545         2,703,545         26,805,832   

CGTEE

     136,189         136,189         136,189         136,189         136,189         408,567   

Eletronuclear

     77,164         104,241         193,483         —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,916,898         2,943,975         3,033,217         2,839,734         2,839,734         27,214,399   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The main activity in the purchase of fuel is in the subsidiary Eletronuclear, which has contracts signed with Indústrias Nucleares Brasileiras - INB for the purchase of Nuclear Fuel for the production of electrical energy, to recharge the thermonuclear power plants (UTN) Angra I and Angra II, as well as to deploy UTN Angra III and recharge it in the future.

The subsidiary Amazonas has a long-term commitment for the purchase of natural gas to generate thermoelectrical energy with Companhia de Gás Natural do Amazonas – CIGÁS. The final term of the contract is 11/30/2030.

 

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35.3. Purchase of Energy from Independent Producers - PROINFA

The Company supports the development of projects to diversify the Brazilian energy grid, through the alternative electrical energy sources incentive program implemented by Law 10.438, of April 2002, seeking regional solutions for the use of renewable energy sources and providing incentives for the growth of national industry.

PROINFA establishes the operation of 144 power plants, totaling 3,299.40 MW of installed capacity. Power plants in the program will account for the generation of approximately 12,000GWh*/year, equivalent to 3.2% of the total annual consumption in the country. The 3,299.40 MW contracted are divided into 1,191.24 MW* from 63 Small Hydroelectric Power Plants (PCHs), 1,422,92 MW* from 54 eolic power plants, and 685.24 MW* from 27 biomass based power plants. In 2006, the Company agreed to purchase electrical energy produced by PROINFA for a period of 20 years, and to transfer this electrical energy to transmission and distribution concessionaires, which in turn will transfer the electrical energy to free and self-producing consumers, excluding low-income consumers, in the proportion of their consumption. Each transmission and distribution concessionaire pays the Company the annual cost of electrical energy provided to captive consumers, free consumers and self-producing consumers connected to their facilities, in twelve monthly payments, each of them made in advance in the month in which the energy is to be consumed.

 

* Information not audited by independent auditors

35.4. Sale of energy

 

Companies

   2017      2018      2019      2020      2021      After 2021  

CGTEE

     557,520         557,520         557,520         557,520         557,520         1,672,560   

Chesf

     988,720         903,070         947,460         993,090         —           18,358,900   

Distribuidora Rondônia

     1,114,099         1,357,047         1,376,269         —           —           —     

Eletrosul

     594,084         587,877         482,746         448,757         447,736         7,097,965   

Eletronuclear

     2,246,260         2,246,260         2,246,260         2,246,260         2,246,260         —     

Furnas

     3,725,242         3,039,313         3,039,313         1,680,214         2,039,093         34,655,285   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     9,225,925         8,691,087         8,649,568         5,925,841         5,290,609         61,784,710   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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35.5. Environmental Commitments

 

Companies

   2017      2018      2019      2020      2021      After 2021  

Eletronuclear

     77,164         104,241         193,483         —           —           —     

Eletronorte

     20,000         20,000         20,000         20,000         20,000         36,000   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     97,164         124,241         213,483         20,000         20,000         36,000   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Angra III

Commitment agreements assumed with the cities of Angra dos Reis, Rio Claro and Paraty, in which Eletronuclear committed to sign specific agreements of an environmental nature linked to the UTN Angra III, to conduct programs and projects in accordance with the conditions established by IBAMA.

Tucurí

Due to legal requirements related to the expansion projects for the Hydroelectric Power Plant Tucuruí and raising its reservoir levels from 72 to 74 meters, there was a need to license this venture with the State Environmental Secretariat (Sema) for the state of Pará, and that agency set a condition for approval of the Installation Permit (LI) that Eletronorte implement various environmental mitigation and compensation programs.

Environmental Permits

The socio-environmental actions implemented for environmental risk contingency provisions in the business units of ELETROSUL ensure the commitment to obtain Environmental Permits, as well as authorization to cut vegetation, with the support of the Public Prosecutor, who will oversee the development of these investments.

35.6. Purchase of fixed and intangible assets

 

Companies

   2017      2018      2019      2020  

Chesf

     27,223         —           —           —     

Eletronuclear

     3,018,398         3,654,154         1,193,289         18,848   

Eletrosul

     2,182,121         1,215,595         220,170         268,414   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     5,227,742         4,869,749         1,413,459         287,262   
  

 

 

    

 

 

    

 

 

    

 

 

 

Contracts signed with various suppliers to purchase replacement equipment in the permanent assets mainly of power plants Angra I, Angra II, and Angra III, necessary to the operational maintenance of those assets.

 

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35.7. Acquisition of input materials

 

Companies

   2017      2018      2019      2020  

CGTEE

     29,352         29,352         29,352         29,352   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     29,352         29,352         29,352         29,352   
  

 

 

    

 

 

    

 

 

    

 

 

 

The subsidiary GTEE acquires lime to control waste emissions in its plants.

35.8 Commitments – Jointly controlled ventures

The value of commitments to jointly controlled ventures are presented below at the proportion of participation by the companies.

35.8.1. – Purchase of fixed assets

The Company has procurement contracts for fixed asset goods with suppliers, for an interest in Special Purpose Companies (SPE), as presented below:

 

Companies

   2017      2018      2019      2020      2021  

Norte Energia

     357,276         92,936         6,692         2,390         10,243   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     357,276         92,936         6,692         2,390         10,243   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

35.8.2. – Use of public goods

 

Companies

   2017      2018      2019      2020      2021      After 2021  

Norte Energia

     3,871         3,568         3,288         3,031         3,031         32,207   

Energética Águas da Pedra

     370         370         370         370         370         1,424   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     4,241         3,938         3,658         3,401         3,401         33,631   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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35.8.3. – Capital contribution

The Company has future commitments signed regarding an interest in Special Purpose Companies (SPEs) in the form of advances for future capital increases, as presented below:

 

Companies

   2017      2018  

Belo Monte Transmissora de Energia SPE S.A.

     105,085         60,205   

Complexo Fortim

     445,000         —     

Complexo Baleia

     174,554         —     

Complexo Famosa III

     154,420         —     

Complexo Serra Do Mel

     62,408         —     

Complexo Eólico Itaguaçú Da Bahia

     37,766         —     

Complexo Acaraú

     50,966         —     

Empresa de Energia São Manoels.A.

     14,000         45,000   

Complexo Eólico Pindaí I

     45,100         —     

Complexo Eólico Pindaí II

     24,400         —     

Complexo Eólico Pindaí III

     5,550         —     

ESBR Participações S.A.

     638,600         —     

Norte Energia S.A.

     154,988         23,000   

Complexo Eólico Sento Sé III

     9,645         —     

Complexo Eólico Serra das Vacas

     1,176         —     

Extremoz Transmissora do Nordeste - ETN S.A.

     15,000         —     

Companhia Energética SINOP S.A.

     12,250         16,188   
  

 

 

    

 

 

 

Total

     1,950,907         144,393   
  

 

 

    

 

 

 

35.8.4. – Cost of construction

 

Companies

   2017      2018      2019      2020  

Eletronorte

     148,843         —           —           —     

Eletrosul

     1,931,991         1,123,693         120,542         181,891   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,080,834         1,123,693         120,542         181,891   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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NOTE 36 – SHAREHOLDERS’ EQUITY

36.1. – Capital Stock

The Capital Stock as of December 31, 2015 is R$ 31,305,331 (December 31, 2014 – R$ 31,305,331) and its shares have no face value. Preferred stocks have no voting rights and are not convertible into common stocks, however, they have priority in the reimbursement of capital and distribution of dividends at the annual rate of 8% for class “A” shares (subscribed to by June 24 of 1969) and 6% for class “B” shares (subscribed to by June 24 of 1969), calculated on the capital corresponding to each class of shares.

The capital stock is represented by 1,352,634,100 book-entry shares, and is distributed, by main shareholders and types of shares, on December 31, 2015, as follows:

 

12/31/2015 and 12/31/2014

 
     COMMON      PREFERRED      TOTAL CAPITAL  

SHAREHOLDER

   NUMBER      %      Series A      %      Series B      %      NUMBER      %  

Federal Government

     554,395,652         51.00         —           —           1,544         0.00         554,397,196         40.99   

BNDESPAR

     141,757,951         13.04         —           —           18,691,102         7.04         160,449,053         11.86   

BNDES

     74,545,264         6.86         —           —           18,262,671         6.88         92,807,935         6.86   

FND

     45,621,589         4.20         —           —           —           —           45,621,589         3.37   

FGHAB

     1,000,000         0.09         —           —           —           —           1,000,000         0.07   

CEF

     8,701,564         0.80         —           —           —           —           8,701,564         0.64   

FGI

     —           —           —           —           8,750,000         3.30         8,750,000         0.65   

Others

     261,028,277         24.01         146,920         100.00         219,731,566         82.78         480,906,763         35.55   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     1,087,050,297         100.00         146,920         100.00         265,436,883         100.00         1,352,634,100         100.00   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Of the total of 480,906,549 (after deducting the 214 common stocks for the Directors and Members of the Board of Directors of Eletrobras) shares in the possession of minority shareholders, 250,988,746, or 52.2%, are owned by non-resident investors, 134,601,197 of which are common, 28 are class “A” preferred stocks, and 116,387,521 are class “B” preferred stocks.

Of the total shareholders that reside abroad, 81,371,686 common shares and 21,262,873 class “B” preferred shares are custodied, and ballast the American Depositary Receipts (ADRs) program.

 

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36.2. – Capital Reserves

 

     12/31/2015      12/31/2014  

Compensation for insuficient compensation - CRC

     18,961,102         18,961,102   

Premium on the issuance of shares

     3,384,310         3,384,310   

Special - Decree- Law 54,936/1964

     387,418         387,419   

Monetary adjustment of balance sheet at the opening 1978

     309,655         309,655   

Monetary Adjustment Compulsory Loan - 1987

     2,708,432         2,708,432   

Donations and subventions - FINOR, FINAM and others

     297,424         297,424   
  

 

 

    

 

 

 
     26,048,342         26,048,342   
  

 

 

    

 

 

 

36.3. – Profit Reserves

The Company’s bylaws establish the allocation of 50% of net profit in a year to the creation of an Investment Reserve, and 1% for a Studies and Projects Reserve, whose creation is limited to 75% and 2% of company capital.

 

     12/31/2015      12/31/2014  

Legal (Article 193 - Law 6,404/1976)

     —           2,233,017   

Statutory (Article 194 – Law 6,404/1976)

     —           26,022   
  

 

 

    

 

 

 
     —           2,259,039   
  

 

 

    

 

 

 

At the 55th General Meeting held on April 30, 2015, the payment of the total value of the balance of the statutory profit reserve dated December 31, 2014 was approved, as Interest on Equity, to shareholders holding “A” and “B” Class preferred shares.

On December 31, 2015, part of the balance of accrued losses was absorbed by the remaining balance of the profit reserve in the amount of R$ 2,233,017.

 

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NOTE 37 – LOSS PER SHARE

(a) Basic and diluted

Basic earnings per common share is calculated by dividing the earnings attributable to Company’s Common shareholders by the weighted average amount of common shares outstanding during the year, wich excludes common shares bought by the Company and carried as treasury shares. The 12,018,738 dilutive potential common shares (Compulsory Loan – Note 25) were not included in the calculation of the weighted average number of common shares due to the anti-dilutive effect.

Basic earnings (loss) per preferred share is calculated by dividing the earnings (loss) attributable to Company’s preferred shareholders by the weighted average amount of preferred shares outstanding during the year. The net losses attributable to the Company’s shareholders are allocated to each class of shares on a pro-rata basis in accordance with the Company’s by laws.

 

12/31/2015

 
Numerator    Common     Preferred A     Preferred B     Total  

Loss attributable to share class

     (9,165,746     (1,239     (2,238,100     (11,405,085
Denominator    Common     Preferred A     Preferred B     Total  

Weighted average number of shares

     1,087,050        147        265,437        1,352,634   

% shares compared to total

     80.37     0.01     19.62     100.00

Basic result per share (R$)

     (8.43     (8.43     (8.43  

12/31/2014

 
Numerator    Common     Preferred A     Preferred B     Total  

Loss attributable to share class

     (5,003,718     (676     (1,221,811     (6,226,206
Denominator    Common     Preferred A     Preferred B     Total  

Weighted average number of shares

     1,087,050        147        265,437        1,352,634   

% shares compared to total

     80.37     0.01     19.62     100.00

Basic result per share (R$)

     (4.60     (4.60     (4.60  

12/31/2013 (Revised)

 
Numerator    Common     Preferred A     Preferred B     Total  

Loss attributable to each class of shares

     (5,003,718     (676     (1,221,811     (6,186,948
Denominator    Common     Preferred A     Preferred B     Total  

Weighted average amount of shares

     1,087,050        147        265,437        1,352,634   

% of shares in relation to total

     80.37     0.01     19.62     100.00

Basic and diluted profit per share (R$)

     (4.65     (4.65     (4.65  

 

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NOTE 38 – NET OPERATING REVENUE

 

     12/31/2015      12/31/2014      12/31/2013  

OPERATIONAL INCOME

        

Generation

        

Supply of energy to distribution companies

     12,310,243         12,175,362         8,066,674   

Supply of energy to final consumers

     3,571,809         3,317,103         3,774,404   

Short term energy

     1,811,552         3,817,976         2,395,732   

Income from operation and maintenance renewed concessions

     1,882,637         1,803,127         2,198,235   

Income from plant constructio

     148,403         240,040         736,854   

Financial effect Itaipu

     234,425         (97,740      67,961   
  

 

 

    

 

 

    

 

 

 
     19,959,069         21,255,868         17,239,860   
  

 

 

    

 

 

    

 

 

 

Transmission

        

Income from operation and maintenance renewed lines

     2,504,239         1,207,090         2,037,399   

Income from operation and maintenance

     191,372         994,178         118,382   

Income from construction of renewed lines

     2,077,616         1,786,195         1,797,324   

Financial Return on investment

     838,087         714,409         552,106   
  

 

 

    

 

 

    

 

 

 
     5,611,314         4,701,872         4,505,211   
  

 

 

    

 

 

    

 

 

 

Distribution

        

Energy supply / provision

     14,835,424         7,310,337         4,419,444   

Income from construction

     1,011,518         873,413         1,013,684   

CA and other financial items

     324,120         38,477         —     
  

 

 

    

 

 

    

 

 

 
     16,171,062         8,222,227         5,433,128   
  

 

 

    

 

 

    

 

 

 
  

 

 

    

 

 

    

 

 

 

Other income

     1,484,431         1,339,294         1,008,200   
  

 

 

    

 

 

    

 

 

 
  

 

 

    

 

 

    

 

 

 
     43,225,876         35,519,261         28,186,399   
  

 

 

    

 

 

    

 

 

 

(-) Deductions from oeprational income

        

(-) ICMS

     (3,877,677      (1,683,781      (1,231,306

(-) PASEP and COFINS

     (4,108,891      (2,685,562      (2,238,363

(-) Sector fees

     (2,313,660      (1,005,014      (870,490

(-) Other deductions (including ISS)

     (336,810      (7,097      (10,596
  

 

 

    

 

 

    

 

 

 
     (10,637,038      (5,381,454      (4,350,755
  

 

 

    

 

 

    

 

 

 

Net operational income

     32,588,838         30,137,807         23,835,644   
  

 

 

    

 

 

    

 

 

 

Generation revenue are classified as: i) Supply of energy to distribution companies – consists of the sale of electricity in the regulated market to distribution companies; ii) Supply of energy to final consumers – consists of the sale of electricity to end-consumers, which also includes bilateral contracts and sales to large electricity consumers, and; iii) Short term electricity – consists of the sale of electricity on the spot market using the difference settlement price (preço de liquidação das diferenças, “PLD”). The PLD is the price for power which is used to settle contracts on the spot market. It is determined by ONS (Operador Nacional do Sistema,the national system operator) using algorithms which optimize the use of the power grid. The PLD takes into account the predominance of hidroeletric generated power in Brazil and seeks to strike a balance between the current and expected water usage.

The revenue from electricity supply of the distribution sector increased R$ 7,525,087 from December 31, 2014 to December 31, 2015 due to the acquisition of CELG-D in September 2014, being the reason why the Company recognized only the results of the last quarter of the above-mentioned company. During the fiscal year 2015, CELG-D presented revenue from the supply of electricity in the amount of R$ 7,146,242, while in the fiscal year ended on December 31, 2014, the revenue recognized by the Company was R$ 1,626,908.

 

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NOTE 39 – RESULTS OF EQUITY METHOD INVESTMENTS

 

     12/31/2015      12/31/2014      12/31/2013  

Investment in affiliates

        

Interest on equity

     —           10,611         98,236   

Equity Method

     379,743         (1,518,268      (104,393
  

 

 

    

 

 

    

 

 

 
        379,743         (1,507,657      (6,157
  

 

 

    

 

 

    

 

 

 

Other investments

        

Interest on equity

     2,010         20,008         14,282   

Dividends

     62,045         98,477         101,275   

Compnesation for investment in partnerships

     10,402         24,429         20,707   

Capital return - ITAIPU

     77,246         56,439         47,661   
  

 

 

    

 

 

    

 

 

 
     151,703         199,353         183,925   
  

 

 

    

 

 

    

 

 

 
     531,446            (1,308,304         177,768   
  

 

 

    

 

 

    

 

 

 

NOTE 40 – PERSONNEL, MATERIAL AND SERVICES

 

     12/31/2015      12/31/2014      12/31/2013  

Personnel

     6,004,845         5,609,320         6,650,154   

Material

     318,410         310,276         295,442   

Services

     3,172,162         2,565,777         2,298,990   
  

 

 

    

 

 

    

 

 

 
     9,495,417         8,485,373         9,244,586   
  

 

 

    

 

 

    

 

 

 

NOTE 41 – ENERGY PURCHASED FOR RESALE

 

     12/31/2015      12/31/2014      12/31/2013  

Energy purchased for resale

        

Supply

     4,931,606         5,030,149         2,142,924   

Trade at CCEE

     2,998,109         2,864,480         555,752   

Proinfa

     2,818,660         2,502,382         2,783,694   

Others

     17,852         27,689         32,836   
  

 

 

    

 

 

    

 

 

 
     10,766,227         10,424,700         5,515,206   
  

 

 

    

 

 

    

 

 

 

 

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NOTE 42 – OPERATING PROVISIONS (REVERSALS)

 

     12/31/2015      12/31/2014      12/31/2013  

Guarantees

     30,265         115,166         83,681   

Contingencies ¹

     2,942,245         7,797,129         1,399,321   

ADA - Consumers and Resellers

     642,924         83,921         (792,871

ADA - Financing and loans ²

     15,755         (269,051      106,232   

Onerous contracts

     366,477         (1,800,401      (1,924,657

Provision/(Reversal) for investment losses (a)

     489,752         (1,414,171      142,622   

Impairment ³

     5,979,596         377,551         —     

Adjustment to market value

     67,107         110,902         —     

Reversal for financial asset loss

     —           (791,868      1,338,903   

Impairment BRR ³

     (148,637      (360,648      408   

Provision for losses in fixed assets

     —           235,064         791,868   

Provision for environmental compensations

     —           104,904         1,122,970   

Hydrological risk (b)

     451,340         —           —     

Others

     749,943         474,723         989,728   
  

 

 

    

 

 

    

 

 

 
     11,586,767         4,663,220         3,258,205   
  

 

 

    

 

 

    

 

 

 

 

1 Information related to contingencies is described in Note 31.
2 Information related to PCLD on financing and loans is described in Note 9.
3 Information related to impairment is described in Note 20

 

(a) Loss on Investments

Eletrobras set the amounts recognized in its financial statements to reflect subsequent events that demonstrate conditions that existed at the end of the reporting period referred to the financial statements, this way was made the adjustment as described below.

In order to refund concessionaire companies of Electricity Public Service that use thermal generation and that act in the Isolated System, Law No. 10,833/2003, that amended Law No. 8,631/1993, set forth that the Fuel Consumption Account - CCC would bear this cost, entirely, in 2004 and partially during the period from 2005 to 2008.

By means of Normative Resolution No. 303/2008, ANEEL established the methodology and the procedures to calculate, demonstrate and validate the ICMS amount considered as cost arising out of the acquisition of fuels, as well as calculation, demonstration, supervision, and payment of the liabilities to be returned to CCC-ISOL by beneficiary agents who received ICMS refund in amount higher than the effective cost incurred with this tax.

By means of Order No. 4,722/2009 SFF/ANEEL, that deals with the end of the fiscal year 2009, ANEEL determined the accounting recognition of the amount of liabilities to be refunded to the Fuel Consumption Account CCC related to the period between January 2004 and December 2007.

The Management of the subsidiary Amazonas Energia, supported by legal consultants, required in courts the suspension of effects of this resolution issued by the regulatory entity.

Under the terms in the judicial award issued on September 29, 2009, the subsidiary Amazonas Distribuidora in the financial statements of December 2009 has reverted this obligation from its Liabilities, and the counterpart was an operating revenue. This obligation represents the adjusted amount of R$ 1,100,499 referring to the value refunded by CCC ISOL in the period between 2004 and 2008.

 

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However, considering the phase of the judicial lawsuit at the time, despite admissibility of the corresponding merit, there were some uncertainties regarding the end of the claim, reason why, the controller, during the fiscal years, have recognized a provision to cover for eventual losses related to these alleged debts with the CCC pertaining to ICMS.

In view of the judicial decision that conceded the merit to Amazonas Distribuidora, ANEEL has filed a Bill of Review. On 11/17/2015 this Bill of Review was denied by the Federal Regional Court of the 1st Region. Afterwards, the appeal has lost its object, due to the decision that judged the claim to be appropriate, granting the injunction claimed by Amazonas Distribuidora and ratifying the preliminary order issued before.

Therefore, Amazonas Distribuidora has obtained decisions that ensure the right not to return the ICMS value, thus, the company is not obliged to record these amounts as liabilities.

Faced with the facts and the negative of the interlocutory appeal dismissed on November 17, 2015, despite being a 2015 event, Eletrobras reversed as a subsequent event the provision made in the 2014 financial statements in the amount of R$ 1,100,499, no income tax effects apply.

On December 31, 2015, the provision for investment loss was established in the amount of R$ 489,752, arising out of the impairment test applicable to equity held in the Companies CHC, ESBR Participações, Madeira Energia S.A, Teles Pires Participações and São Manoel (see Note 16).

 

(b) Hydrological Risk – GSF

The subsidiary Eletronorte adhered to the Adjustment of Hydrological Risk set forth in Provisional Measure No. 688/2015, dated August 18, 2015. The amount claimed by the subsidiary was R$ 451,340 and, upon adhering to the adjustment, the preliminary order lost the suspension effect for the payment of this amount, and the amount was provisioned by verifying invoices issued at the period.

NOTE 43 – BUSINESS COMBINATION

43.1. Acquisition of shareholding control over CELG - D

On September 26, 2014, in an Extraordinary General Meeting, Eletrobras approved the acquisition of a controlling interest in CELG - Distribuição S.A.- CELG - D.

The Company concluded the process of purchasing CELG-D by paying and transferring, on 01/27/2015, 76,761,267 common shares issued by CELG-D, corresponding to 50.93% of the Distributor’s capital, for the sum of R$ 59,454.

On December 28, 2015, at an Extraordinary Meeting, Eletrobras approved the sale of the shareholding control of CELG-D at a privatization auction to be promoted by BM&FBOVESPA, according to the minimum price and conditions set forth in Resolution No. 11/2015 by the National Privatization Council – CND. The Management is committed with a sale plan of the subsidiary, and expects to have the sale concluded by December 31, 2016.

 

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This sale was not considered as discontinued operation, because the Company will continue to act in the distribution sector with six distribution companies of the Eletrobras Group. For more information, see note 48.27.

Main assets and liabilities held by subsidiary CELG-D classified as held for sale are presented below:

 

     12/31/2015  

Cash and cash equivalent

     82,182   

Accounts receivables

     1,112,469   

Taxes and social contributions

     170,440   

Judicial deposits

     136,761   

Financial asset

     199,497   

Fixed assets

     43,328   

Intangible assets

     1,908,127   

Refundable assets - FUNAC

     672,615   

Other assets

     298,366   
  

 

 

 

Total assets subsidiary Celg D classified as held for sale

     4,623,785   
  

 

 

 

Suppliers

     1,983,890   

Loans and financing

     1,304,503   

Taxes and social contributions

     360,553   

Sector fees

     428,332   

Post-employment benefits

     146,800   

Provisions for contingencies

     568,100   

Other liabilities

     782,831   
  

 

 

 

Liabilities of subsidiary Celg D associated to assets classified as held for sale

     5,575,009   
  

 

 

 

 

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NOTE 44 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

44.1 – Management of Capital Risk

The Company’s objectives in managing its capital are safeguarding its continuity so as to offer a return to shareholders and benefits to other interested parties, in addition to pursuing an optimal capital structure so as to reduce this cost. The purchase or sale of financial assets are recognized on the date of negotiation.

In order to maintain or adjust capital structure, the Company may revise its dividend payment policy, return capital to shareholders, or issue new shares or sell assets in order to reduce, for example, the level of debt.

The Company, consistent with other companies in the sector, monitors capital based on the financial leveraging index. This index is the net debt divided by total capital. The net debt, in turn, is total loans (including short- and long-term loans, as demonstrated in the consolidated balance sheet), subtracted from cash and cash equivalents, and securities. Total capital is determined by adding net equity, as demonstrated in the consolidated balance sheet, to net debt.

 

     12/31/2015     12/31/2014  

Total loans and financing

     46,398,260        39,539,125   

(-) Cash and cash equivalent and securities

     8,431,737        5,362,157   
  

 

 

   

 

 

 

Net debt

     37,966,523        34,176,968   

(+) Total Shareholders’ Equity

     41,580,593        53,653,349   
  

 

 

   

 

 

 

Total Capital

     79,547,116        87,830,317   
  

 

 

   

 

 

 

Financial Leveraging Index

     48     39

 

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44.2 – Classification by category of financial instruments

The book balances of financial assets and liabilities represent a reasonable approximation of their fair value. The Company uses hierarchy to measure the fair value of its financial instruments:

 

     Measurement    12/31/2015      12/31/2014  

FINANCIAL ASSSETS (CURRENT / NON-CURRENT)

        

Cash and cash equivalents

        1,393,973         1,407,078   

Loans and receivables

        59,238,499         58,567,412   
     

 

 

    

 

 

 

Clients

   Amortized Cost      5,970,958         6,170,720   

Loans and financing

   Amortized Cost      17,587,620         14,684,564   

Refund rights

   Amortized Cost      10,503,382         9,803,062   

Financial Asset - Generation and Transmission

   Amortized Cost      25,176,539         24,170,771   

Indemnities - Law No. 12.783/2013

   Amortized Cost      —           3,738,295   

Maintained by Expiration

        193,669         223,142   
     

 

 

    

 

 

 

Securities

   Amortized Cost      193,669         223,142   

Measured by fair value by result

        6,890,406         3,991,848   
     

 

 

    

 

 

 

Securities

   Fair value      6,844,095         3,731,937   

Derivatives

   Fair value      46,311         259,911   

Available for sale

        5,382,366         9,606,383   
     

 

 

    

 

 

 

Investments (equity)

   Fair value      1,177,260         1,370,371   

Financial Asset - Distribution

   Fair value      4,205,106         8,236,012   

FINANCIAL LIABILITIES (CURRENT / NON-CURRENT)

        

Measured by amortized cost

        70,733,967         62,458,291   
     

 

 

    

 

 

 

Suppliers

   Amortized Cost      19,577,928         17,536,501   

Loans and financing

   Amortized Cost      46,398,260         39,539,125   

Debentures

   Amortized Cost      562,474         759,923   

Refund Obligations

   Amortized Cost      2,879,586         3,232,621   

Lease

   Amortized Cost      1,252,155         1,326,661   

Concessions Payable UBP

   Amortized Cost      63,564         63,460   

Measured by fair value by result

        80,269         72,203   
     

 

 

    

 

 

 

Derivatives

   Fair value      80,269         72,203   

Measured by fair value by result

        18,860         24,706   
     

 

 

    

 

 

 

Derivatives - Hedge

   Fair value      18,860         24,706   

 

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44.2.1 – Fair value estimate:

The financial assets and liabilities recorded at fair value were classified and disclosed according to the following levels:

 

     12/31/2015  
     LEVEL 1      LEVEL 2      LEVEL 3      TOTAL  

FINANCIAL ASSETS (CURRENT / NON-CURRENT)

           
  

 

 

    

 

 

    

 

 

    

 

 

 

Available for sale

     1,177,260         4,205,106         —           5,382,366   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investments (Equity Stake)

     1,177,260         —           —           1,177,260   

Financial Asset - Distribution Concessions

     —           4,205,106         —           4,205,106   
  

 

 

    

 

 

    

 

 

    

 

 

 

Measured at fair value by result

     6,844,095         46,311         —           6,890,406   
  

 

 

    

 

 

    

 

 

    

 

 

 

Securities

     6,844,095         —           —           6,844,095   

Derivatives

     —           46,311         —           46,311   

FINANCIAL LIABILITIES (CURRENT / NON-CURRENT)

           
  

 

 

    

 

 

    

 

 

    

 

 

 

Measured at fair value by result

     —           99,129         —           99,129   
  

 

 

    

 

 

    

 

 

    

 

 

 

Derivatives

     —           99,129         —           99,129   
     12/31/2014  
     LEVEL 1      LEVEL 2      LEVEL 3      TOTAL  

FINANCIAL ASSETS (CURRENT / NON-CURRENT)

           
  

 

 

    

 

 

    

 

 

    

 

 

 

Available for sale

     1,370,371         8,236,012         —           9,606,383   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investments (Equity Stake)

     1,370,371         —           —           1,370,371   

Financial Asset - Distribution Concessions

     —           8,236,012         —           8,236,012   
  

 

 

    

 

 

    

 

 

    

 

 

 

Measured at fair value by result

     3,731,937         259,911         —           3,991,848   
  

 

 

    

 

 

    

 

 

    

 

 

 

Securities

     3,731,937         —           —           3,731,937   

Derivatives

     —           259,911         —           259,911   

FINANCIAL LIABILITIES (CURRENT / NON-CURRENT)

           
  

 

 

    

 

 

    

 

 

    

 

 

 

Measured at fair value by result

     —           72,203         —           72,203   
  

 

 

    

 

 

    

 

 

    

 

 

 

Derivatives

     —           72,203         —           72,203   

 

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Level 1 – prices quoted (not adjusted) on active markets, liquid and visible for identical assets and liabilities accessible on the date of measurement;

Level 2 – prices quoted (adjusted or not) for similar assets and liabilities on active markets, other entries not observable in level 1, directly or indirectly, in terms of asset or liability, and

Level 3 – assets and liabilities not priced or where prices or valuation techniques are supported by a small or non-existent market, not observable or liquid. In this level, the estimated fair value becomes highly subjective.

The fair value of financial instruments traded in active markets (such as securities carried for trading and available for sale) is based on market prices quoted on the balance sheet date. A market is seen as active if quoted prices are promptly and regularly available from an exchange, distributor, broker, group of industries, pricing service, or regulatory agency, and the prices represent real market transactions which occur regularly on purely commercial bases.

The quoted market price used for financial assets carried by the Company and its subsidiaries is the current competitive price. These instruments are in Level 1. The instruments in Level 1 include mainly equity investments of the FTSE 100 classified as securities for trade or available for sale.

The fair value of financial instruments not traded on active markets (such as over the counter derivatives) is determined using valuation techniques. These valuation techniques maximize the use of information adopted by the market where it is available, and rely as little as possible on the entity’s specific estimates. If all relevant information required for the fair value of an instrument is adopted by the market, the instrument will be included in Level 2. If one or more relevant pieces of information is not based on data adopted by the market, the instrument will be included in level 3.

Specific valuation techniques used to assess financial instruments include:

 

  Quoted market prices or quotes from financial institutions or brokers for similar instruments.

 

  The fair value of interest rate swaps is calculated by the present value of estimated future cash flows based on yield curves adopted by the market

 

  The fair value of forward exchange rate contracts is determined based on future exchange rates on the balance sheet date, with the resulting value discounted from the present value.

Other techniques, such as discounted cash flow analysis, which are used to determine the fair value of remaining financial instruments, and counterparty credit risk in swap operations.

 

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44.3 – Financial Risk Management:

In the exercise of its activities, the Company is affected by risk events that could compromise its strategic objectives. The main objective of risk management is to anticipate and minimize the adverse effects of such events on the Company’s business and economic and financial results.

The Company defined operating and financial policies and strategies to manage financial risks, approved by internal committees and by management, which aim to confer liquidity, safety and profitability to its assets, and maintain set debt levels and profile for financial and economic flows.

The main financial risks identified in the process of risk management are:

44.3.1 – Exchange rate risk

This risk arises from the possibility of the Company having its economic and financial statements affected by exchange rate fluctuations. The Company is exposed to financial risks that cause volatility in its results and in its cash flow. The Company has significant exposure between assets and liabilities indexed in foreign currency, especially to the United States dollar, arising mainly from financing contracts with Itaipu Binacional.

In this context, the Company’s financial hedging policy was approved. The objective of the current policy is to monitor and mitigate the exposure to market variables that could impact the Company and its’ subsidiaries’ assets and liabilities, thus reducing the effects of undesirable fluctuations in these variables on their financial statements.

With this, said policy aims to get the Company’s results to accurately reflect its real operating performance, and its projected cash flow to be less volatile.

Along with the policy, the creation of a Financial hedge committee was formed within the scope of the Financial Office, whose main function is to define the strategies and hedge instruments to be submitted to the Company’s Executive Management.

Taking into account the various forms of hedging the Company’s unhedged items, the approved policy lists a scale of priorities. First a structural solution, and only in residual cases, the use of operations with derivative financial instruments.

When operations with financial derivatives are performed, the Company’s hedge policy is followed, and they may not constitute financial leveraging or the concession of credit to third parties.

 

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a) – Composition of balances in foreign currency and sensitivity analysis:

In the following charts, scenarios were considered for indices and rates, with their respective effects on the Company’s profit and loss. For the sensitivity analysis, the probable scenario used for 2015 and 2016 was forecasts and/or estimates based fundamentally on macroeconomic assumptions obtained from the Focus report, published by the Central Bank, and Economic Outlook 86, published by the OECD (Organisation for Economic Co-operation and Development).

Sensitivity analyses were conducted on financial instruments, assets and liabilities, which present exposure to the exchange rate and which could bring material losses to the Company, in four different scenarios, based on the above-mentioned probable scenario: two considering currency valuation, and another two considering a devaluation of those currencies.

 

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The sensitivity analyses were created in accordance with CVM Guidance 475/2008, with the objective of measuring the impact of changes in market variables on each of the Company’s financial instruments. Therefore, these are projections based on assessments of macroeconomic scenarios, and do not mean that the transactions will have the values presented in the analysis period considered.

a1) Risk of exchange rate valuation:

 

         Balance on 12/31/2015      Effect on result - income (expense)  
         Foreign             Scenario I -     Scenario II     Scenario III  
         Currency      Reais      Probable 2015 ¹     (25%) ¹     (50%) ¹  
 

Loans received

     3,803,820         14,850,875         (1,315,361     (5,356,920     (9,398,479

USD

 

Loans granted

     3,790,753         14,802,134         1,308,568        5,336,244        9,363,919   
 

Financial Asset - ITAIPU

     883,417         3,449,566         304,955        1,243,586        2,182,216   
    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 
 

Effect on result - USD

           298,163        1,222,909        2,147,656   
          

 

 

   

 

 

   

 

 

 

EURO

 

Loans received

     59,277         251,820         (31,562     (102,408     (173,253
    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 
 

Effect on result - EURO

           (31,562     (102,408     (173,253
          

 

 

   

 

 

   

 

 

 

YEN

 

Loans received

     5,516,631         178,794         (16,587     (65,432     (114,277
    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 
 

Effect on result - YEN

           (16,587     (65,432     (114,277
          

 

 

   

 

 

   

 

 

 
          

 

 

   

 

 

   

 

 

 
 

EFFECT ON RESULT IN CASE OF APPRECIATION OF EXCHANGE FEES

  

     250,014        1,055,070        1,860,126   
    

 

 

   

 

 

   

 

 

 

(¹) Assumptions adopted:

           Provável        25%        50%   

USD

           4.250        5.313        6.375   

EURO

           4.781        5.976        7.171   

YEN

           0.035        0.044        0.053   

 

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a2) Risk of exchange rate depreciation:

 

         Balance on 12/31/2015      Effect on result - income (expense)  
         Foreign
Currency
     Reais      Scenario I -
Probable 2015 ¹
    Scenario II
(25%) ¹
    Scenario III
(50%) ¹
 
 

Loans received

     3,803,820         14,850,875         (1,315,361     2,726,198        6,767,757   

USD

 

Loans granted

     3,790,753         14,802,134         1,308,568        (2,719,107     (6,746,783
 

Financial Asset - ITAIPU

     883,417         3,449,566         304,955        (633,675     (1,572,305
    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 
 

Effect on result - USD

           298,163        (626,584     (1,551,331
          

 

 

   

 

 

   

 

 

 

EURO

 

Loans received

     59,277         251,820         (31,562     39,283        110,129   
    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 
 

Effect on result - EURO

           (31,562     39,283        110,129   
          

 

 

   

 

 

   

 

 

 

YEN

 

Loans received

     5,516,631         178,794         (16,587     32,258        81,104   
    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 
 

Effect on result - EURO

           (16,587     32,258        81,104   
          

 

 

   

 

 

   

 

 

 
          

 

 

   

 

 

   

 

 

 
 

EFFECT ON RESULT IN CASE OF DEPRECIATION OF EXCHANGE FEES

  

     250,014        (555,042     (1,360,099
    

 

 

   

 

 

   

 

 

 

(²) Assumptions adopted:

           Probable        -25%        -50%   

USD

           4.250        3.188        2.125   

EURO

           4.781        3.585        2.390   

YEN

           0.035        0.027        0.018   

44.3.2 – Interest rate risk

This risks associated to the possibility of the Company suffering accounting losses due to fluctuation in market interest rates, affecting its financial statements by raising financial expenses with foreign capital raising contracts, mainly, referenced by the Libor rate.

The Company monitors its exposure to the Libor rate and contracts derivative operations to minimize this exposure, as per its Financial Hedging Policy.

a) – Composition of balances by indexer and sensitivity analysis

The composition of debt by indexer, either in national or foreign currency, is broken down in Note 23, item a.

In the following charts, scenarios were considered for indices and rates, with their respective impacts on the Company’s results. For the sensitivity analysis, the probable scenario used for 2016 was forecasts and/or estimates based fundamentally on macroeconomic assumptions obtained from the Focus report, published by the Central Bank, and Economic Outlook 86, published by the OECD (Organisation for Economic Co-operation and Development)

 

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Sensitivity analyses were conducted on financial instruments, assets and liabilities, which could bring material losses to the Company, in four different scenarios, based on the above-mentioned probable scenario: two considering the appreciation of indices, and another two considering a depreciation of those indices.

The sensitivity analyses were created in accordance with CVM Guidance 475/2008, with the objective of measuring the impact of changes in market variables on each of the Company’s financial instruments. Therefore, these are projections based on assessments of macroeconomic scenarios, and do not mean that the transactions will have the values presented in the analysis period considered.

All scenarios used a likely exchange rate for the dollar to convert into reais the effect on the results of risks linked to fluctuations of the LIBOR. In this sensitivity analysis, no exchange effect is being considered due to valuation or devaluation of the probable exchange rate scenario. The impact of valuation or devaluation of the dollar exchange rate in the probable scenario is presented in item (44.3.1.(a)) of this note.

a1) – LIBOR

 

  risk of appreciation of interest rates:

 

         Debt balance / Notional
value on 12/31/2015
     Effect on result - income (expense)  
         In USD      In reais      Scenario I -
Probable 2015 ¹
    Scenario II
(+25%) ¹
    Scenario III
(+50%) ¹
 
 

Loans received

     955,188         3,729,245         (34,350     (42,937     (51,525

LIBOR

 

Derivative

     1,040,384         4,061,867         37,414        46,767        56,120   
    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 
 

Total

           3,064        3,830        4,596   
          

 

 

   

 

 

   

 

 

 

(¹) Assumptions adopted

        12/30/2015         Probable        25%        50%   

USD

        3.9042         4.2500        5.31        6.38   

LIBOR

        n/a         0.85     1.06     1.27

 

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a2) – National indexers

 

  risk of appreciation of interest rates:

 

                 Effect on result - income (expense)  
          Balance on
12/31/2015
     Scenario I -
Probable 2015 ¹
    Scenario II
(+25%) ¹
    Scenario III
(+50%) ¹
 

CDI

   Loans received      11,410,983         (1,740,175     (2,175,219     (2,610,262
  

Debentures issued

     342,671         (52,257     (65,322     (78,386
     

 

 

    

 

 

   

 

 

   

 

 

 
  

Effect on result - CDI

        (1,792,432     (2,240,540     (2,688,648
        

 

 

   

 

 

   

 

 

 

TJLP

   Loans received      6,594,316         (461,602     (577,003     (692,403
  

Debentures issued

     219,803         (15,386     (19,233     (23,079
     

 

 

    

 

 

   

 

 

   

 

 

 
  

Effect on result - TJLP

        (476,988     (596,235     (715,482
        

 

 

   

 

 

   

 

 

 

IGPM

   Lease      1,252,155         (82,392     (102,990     (123,588
  

Loans granted

     237,361         15,618        19,523        23,428   
     

 

 

    

 

 

   

 

 

   

 

 

 
  

Effect on result - IGPM

        (66,773     (83,467     (100,160
        

 

 

   

 

 

   

 

 

 

SELIC

   Loans received      2,636,254         (402,029     (502,536     (603,043
     

 

 

    

 

 

   

 

 

   

 

 

 
  

Effect on result - SELIC

        (402,029     (502,536     (603,043
        

 

 

   

 

 

   

 

 

 

IPCA

   Loans received      532,754         36,920        46,150        55,380   
     

 

 

    

 

 

   

 

 

   

 

 

 
  

Effect on result - IPCA

        36,920        46,150        55,380   
        

 

 

   

 

 

   

 

 

 
        

 

 

   

 

 

   

 

 

 

Effect on result - INDEX APPRECIATION

  

     (2,701,303     (3,376,629     (4,051,954
        

 

 

   

 

 

   

 

 

 

(¹) Assumptions adopted:

  

     Probable        25%        50%   
  

CDI

        15.25     19.06     22.88
  

IPCA

        6.93     8.66     10.40
  

TJLP

        7.00     8.75     10.50
  

IGPM

        6.58     8.23     9.87
  

SELIC

        15.25     19.06     22.88
  

LIBOR

        0.85     1.06     1.27

 

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  risk of depreciation of interest rates:

 

                 Effect on result - income (expense)  
          Balance on
12/31/2015
     Scenario I -
Probable 2015 ¹
    Scenario II
(-25%) ¹
    Scenario III
(-50%) ¹
 

CDI

   Loans received      11,410,983         (1,740,175     (1,305,131     (870,087
  

Debentures issued

     342,671         (52,257     (39,193     (26,129
     

 

 

    

 

 

   

 

 

   

 

 

 
  

Effect on result - CDI

        (1,792,432     (1,344,324     (896,216
        

 

 

   

 

 

   

 

 

 

TJLP

   Loans received      6,594,316         (461,602     (346,202     (230,801
  

Debentures issued

     219,803         (15,386     (11,540     (7,693
     

 

 

    

 

 

   

 

 

   

 

 

 
  

Effect on result - TJLP

        (476,988     (357,741     (238,494
        

 

 

   

 

 

   

 

 

 

IGPM

   Lease      1,252,155         (82,392     (61,794     (41,196
  

Loans granted

     237,361         15,618        11,714        7,809   
     

 

 

    

 

 

   

 

 

   

 

 

 
  

Effect on result - IGPM

        (66,773     (50,080     (33,387
        

 

 

   

 

 

   

 

 

 

SELIC

   Loans received      2,636,254         (402,029     (301,522     (201,014
     

 

 

    

 

 

   

 

 

   

 

 

 
  

Effect on result - SELIC

        (402,029     (301,522     (201,014
        

 

 

   

 

 

   

 

 

 

IPCA

   Loans received      532,754         36,920        27,690        18,460   
     

 

 

    

 

 

   

 

 

   

 

 

 
  

Effect on result - IPCA

        36,920        27,690        18,460   
        

 

 

   

 

 

   

 

 

 
        

 

 

   

 

 

   

 

 

 

Effect on result - INDEX DEPRECIATION

        (2,701,303     (2,025,977     (1,350,651
        

 

 

   

 

 

   

 

 

 

(¹) Assumptions adopted:

  

     Probable        -25%        -50%   
  

CDI

        15.25     11.44     7.63
  

IPCA

        6.93     5.20     3.47
  

TJLP

        7.00     5.25     3.50
  

IGPM

        6.58     4.94     3.29
  

SELIC

        15.25     11.44     7.63
  

LIBOR

        0.85     0.63     0.42

 

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According to interest rate swap contracts, the Company agrees to exchange the difference between fixed and floating interest rate values calculated from the notional value agreed to. Such contracts allow the Company to mitigate the risk of a change in interest rates on the fair value of debt issued at fixed interest rates, and in the exposure of cash flows to floating rate debt issued. The fair value of interest rate swaps at the end of the year and the inherent credit risk in this kind of contract, are shown next. The average interest rate is based on outstanding balances payable at the end of the year.

The following chart shows the value of principal and the remaining term for outstanding interest rate swap contracts at the end of the reporting period:

 

                                Fair Values  

Type

   Transaction      Contracted
amounts
(notional)
     Fees
used
    Expiration      12/31/2015     12/31/2014  

Libor X Pre-tax

     01/2011         20,192         2.4400     11/25/2015         —          (229

Libor X Pre-tax

     02/2011         20,192         2.4900     11/25/2015         —          (235

Libor X Pre-tax

     03/2011         50,000         3.2780     08/10/2020         (5,497     (5,422

Libor X Pre-tax

     04/2011         100,000         3.3240     08/10/2020         (11,266     (11,109

Libor X Pre-tax

     05/2011         50,000         2.1490     08/10/2015         —          (508

Libor X Pre-tax

     06/2011         100,000         2.2725     08/10/2015         —          (1,087

Libor X Pre-tax

     07/2011         100,000         2.1790     08/10/2015         —          (1,034

Libor X Pre-tax

     08/2011         100,000         2.1500     08/10/2015         —          (1,017

Libor X Pre-tax

     09/2012         25,000         1.6795     11/27/2020         (226     (231

Libor X Pre-tax

     10/2012         25,000         1.6295     11/27/2020         (133     (135

Libor X Pre-tax

     11/2012         75,000         1.6285     11/27/2020         (394     (398

Libor X Pre-tax

     12/2012         75,000         1.2195     11/29/2017         (307     (715

Libor X Pre-tax

     13/2012         75,000         1.2090     11/29/2017         (286     (684

Libor X Pre-tax

     14/2012         50,000         1.2245     11/29/2017         (211     (486

Libor X Pre-tax

     15/2012         50,000         1.1670     11/29/2017         (134     (375

Libor X Pre-tax

     16/2012         50,000         1.1910     11/29/2017         (166     (421

Libor X Pre-tax

     17/2012         50,000         1.2105     11/29/2017         (192     (459

Libor X Pre-tax

     18/2012         25,000         1.1380     11/29/2017         (47     (160
     

 

 

         

 

 

   

 

 

 
     TOTAL         1,040,384              (18,860     (24,706
     

 

 

         

 

 

   

 

 

 

Operations classified as cash flow hedges generated a comprehensive loss of R$ 468 in the year.

With the designation of swaps for hedge accounting, in the year ending on December 31, 2015, the Company recognized R$ 20,996 as financial expenses related to swaps.

44.3.3 – Price risk – commodities

In 2004, the subsidiary Eletronorte signed long-term contracts for the supply of electrical energy to three of its main clients. Part of the income from these long-term contracts is associated with the payment of a premium linked to the international aluminum price, quoted on the London Metal Exchange (LME) as a base asset in determining monthly premiums.

 

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The premium can be considered a component of a hybrid (combined) contract, which includes a non-derivative contract that harbors a derivative, so the cash flow of the combined instrument in certain circumstances varies as if it were an isolated derivative.

Following are the contract details:

 

     Contract date       

Client

   Start      End     

Volume in Average Megawatts (MW)

Albrás

     07/01/2004         12/31/2024       750 by 12/31/2006 and 800 starting on 01/01/2007

BHP

     07/01/2014         12/31/2024       from 353,08 to 492

These contracts include the concept of a cap and floor band related to the price of aluminum as quoted on the LME. The maximum and minimum price limit on the LME are US$ 2,773.21/ton and US$ 1,450.00/ton, respectively.

In order to attribute a fair value to the hybrid part of a contract, it is necessary to identify the main components that quantify the amount billed monthly. The main contract variables are: the amount of energy sold (MWh), the price attributed to the LME and the exchange rate in the billing period.

Considering that the premium is associated to the price of the aluminum commodity on the LME, it is possible to attribute a fair value to these contracts. The LME price was quoted in December 2015 at US$ 1,495.35/ton, which represented a negative variance of 22.49% in relation to the price in December, 2014, which was US$ 1,929.2/ton.

In the same year of the analysis, the real lost value compared to the dollar, with the exchange rate going from R$ 2.66 to R$ 3.87. The decrease in aluminum price contributed to minimize the expected fair value of derivatives, compensating the devaluation of the dollar in the period.

The loss in the operation with derivatives in 2015 was R$ 213,599 (gains on 12/31/2014 R$ 139,522) and is shown in the statement of profit and loss.

a) – Sensitivity analysis on embedded derivatives indexed to aluminum price

Sensitivity analyses were conducted on energy supply contracts for intensive consumers Albras and BHP, since they have a contractual clause linking the premium to the variance in aluminum price on the international market.

In this way, a sensitivity was obtained for such hybrid contracts to the variance in the price of the premium earned, as per the chart below. The volatility components in the premium are basically: price of primary aluminum on the LME, the exchange rate, and CDI (interbank deposit) rate. Below we see the impact of each scenario on the company’s results.

 

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For scenario II (50% reduction) the expected price per ton of aluminum offered on the LME is below the minimum price for determination of the contract premium (US$ 1,450), hence the value goes to zero, affecting the marking to market of the embedded derivative.

As to the variance obtained between scenarios III and IV (increase of 25% and 50%), the big variance seen is due to the application of those percentages to the exchange rate, aluminum price, and CDI.

The sensitivity analyses were created in accordance with CVM Guidance 475/2008, with the objective of measuring the impact of changes in market variables on each of the Company’s financial instruments. Therefore, these are projections based on assessments of macroeconomic scenarios, and do not mean that the transactions will have the values presented in the analysis period considered.

 

Balance on 12/31/2015

   Scenario I (+25%)
Indices and prices
     Scenario II (+50%)
Indices and prices
 

46,311

     400,552         603,139   

44.3.4 – Credit risk

This risk arises from the possibility of the Company and its subsidiaries suffering losses resulting from a difficulty to realize their receivables from clients, and from counterparty financial institutions in operations defaulting.

Through its subsidiaries, the Company operates in markets generating and transmitting electrical energy, supported by contracts signed in a regulated environment. The Company seeks to minimize its credit risk by means of guarantee mechanisms involving client receivables, and when applicable, through bank guarantees. In the distribution sector, the Company, through its subsidiaries, monitors default rates by analyzing specifics on its clients.

The credit risk related to client receivables (see note 7) is concentrated on distribution activities, in the sum of R$ 2,178,241 or 35%(R$ 2,561,241 or 42% on December 31, 2014) of the outstanding balance at the end of the year on December 31, 2015, and its main characteristic is the high level of diffusion since it considers a significant volume of sales to residential consumers.

Regarding loan receivables granted (see note 9), except for the financial operation with the joint subsidiary Itaipu, whose credit risk is low due to the inclusion of the cost of loans in the energy marketing fee of the joint subsidiary, as defined in the terms of the international treaty signed between the governments of Brazil and Paraguay, the concentration of credit risk with any other counterparty individually did not exceed 4% of the outstanding balance during the year.

 

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The excess cash availability is invested in exclusive non-market funds, according to specific regulations from the Brazilian Central Bank. This fund is composed entirely of government bonds custodied by the Selic, with no exposure to counterparty risk.

In any relationships with financial institutions, the Company has a practice of performing operations only with low risk institutions as deemed by rating agencies, and which fulfill preset and formalized equity requirements. In addition, credit limits are defined, which are periodically revised.

When derivative operations are conducted on the over-the-counter market, they contain counterparty risks which, given the problems presented by financial institutions in 2008 and 2009, are relevant. In order to mitigate this risk, the Company instituted an accreditation standard for financial institutions, in order to perform derivative operations. This standard defines criteria regarding size, rating and expertise in the derivatives market, in order to select institutions that may perform operations with the Company. The Company currently selects the 20 best financial institutions twice a year, based on the mentioned criteria, as accredited institutions to perform derivative operations with the Company. In addition, the company has developed a methodology to control exposure to accredited institutions, that sets limits on the volume of operations to be performed with each one.

The Company monitors the credit risk of its swap operations, according to IFRS 13, but does not account for this risk of non-performance in the fair value balance of each derivative because, based on the net exposure to credit risk, the Company can record its swap portfolio on the books given a unforced transaction between the parties on the valuation date. The Company considers the risk of non-performance only in the backtesting analysis of each relationship designated for hedge accounting.

In addition, the Company is exposed to credit risk related to financial guarantees granted to banks by the Controller. The Company’s maximum exposure is the maximum amount the Company will have to pay if the guarantee is enforced.

44.3.5 – Liquidity risk

The liquidity needs of the Company and its subsidiaries are the responsibility of the treasury and fund-raising departments, which continually monitor short-, medium- and long-term cash flows, both estimated and realized, seeking to avoid possible discrepancies and resulting financial losses, and guarantee liquidity requirements for operating needs.

The tables below analyzes the non-derivative financial liabilities of the Eletrobras System by maturation range, for the period remaining on the balance sheet until the contractual maturation date. The contractual interests obligations are also contractual repayment/maturation is based on the most recent date the Eletrobras System must settle the respective obligations.

 

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     12/31/2015  
     Payment flow  
     Up to 1 year      From 1 to 2 years      From 2 to 5 years      Over 5 years      Total  

FINANCIAL LIABILITIES (CURRENT / NON-CURRENT)

  

           

Measured at amortized cost

     18,331,212         19,570,442         28,492,678         23,999,600         90,393,931   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Suppliers

     10,128,507         3,163,442         3,195,654         3,090,325         19,577,928   

Loans and financing

     7,312,379         16,138,249         24,723,419         17,884,178         66,058,224   

Debentures

     357,226         31,668         57,202         116,378         562,474   

Refund obligations

     396,208         145,399         137,252         2,200,727         2,879,586   

Lease

     132,972         91,684         339,679         687,820         1,252,155   

Concessions payable UBP

     3,920         —           39,472         20,172         63,564   

Measured at fair value by result

     20,608         78,521         —           —           99,129   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Derivatives

     20,608         78,521         —           —           99,129   
     12/31/2014  
     Payment flow  

FINANCIAL LIABILITIES (CURRENT / NON-CURRENT)

  

           

Measured at amortized cost

     13,527,277         10,356,125         20,013,728         38,797,161         82,694,291   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Suppliers

     7,489,134         3,380,083         3,330,015         3,337,269         17,536,501   

Loans and financing

     4,931,531         4,338,641         16,138,687         34,366,266         59,775,125   

Debentures

     325,732         80,181         199,514         154,496         759,923   

Refund obligations

     702,728         2,472,684         —           57,209         3,232,621   

Lease

     74,507         82,650         306,210         863,294         1,326,661   

Concessions payable UBP

     3,645         1,886         39,302         18,627         63,460   

Measured at fair value by result

     26,573         70,336         —           —           96,909   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Derivatives

     26,573         70,336         —           —           96,909   

 

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44.4 – Embedded derivatives related to debentures convertible into stock

The subsidiary Eletronorte entered into an agreement for the issuance of debentures, in June, 2011, and the release of resources starting in 2013, along with Banco da Amazônia S.A. (BASA), which manages the resources of Fundo de Desenvolvimento da Amazônia (Amazon Region Development Fund or FDA), to raise funds for project implementation.

Since that agreement had a clause regarding the option to convert such debentures into Company stock, with a limit of 50% of issued debentures, Sudam’s opinion is that it is possible assign a value to the amount that would be assigned to Sudam if such conversion is made.

To determine the value, a valuation was made of the previously invested company, by estimating the value of its stock and the current value of the agreement, by using parameters for determining the value of the derivative.

The financial position on December 31, 2015 determined in this operation with derivatives is R$ 80,269. The estimated gains determined for the fiscal year ending on December 31, 2015 is R$ 27,292, and is presented in the profit and loss statement for the year.

44.4.1 – Sensitivity Analyses

Sensitivity analyses of the debentures agreement were carried out, since there is a contractual clause that refers to the option of converting such debentures into stock of the subsidiary Eletronorte.

In the following analysis, different scenarios for the TJLP (long-term interest rate) were taken into account, with the corresponding impacts on Company results. For the sensitivity analysis, for a potential scenario, estimates and/or expectations for 2015 and 2016 were used, which were basically based on macroeconomic assumptions obtained from the FOCUS Report, distributed by the Central Bank.

Sensitivity analyses were carried out for the curve of debt service payments of Fundo de Desenvolvimento da Amazônia (Amazon Region Development Fund or FDA), since it has a contractual clause regarding the option to convert 50 % of Company stock on the date of actual settlement of stock.

According to IAS 39, hybrid agreements with associated volatile elements, whether they are price indexes and/or commodities, must be marked to market. In this manner, financial statements will reflect the fair value of the operation on each date of evaluation.

Therefore, for the agreement, a variation on the expectation for the realization of the long-term interest rate was estimated.

 

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It is possible to verify, below, the impact of each scenario on Company results.

 

    Balance on
December 31
    Scenario I (-25%)
Indices and prices
    Scenario II (-50%)
Indices and prices
    Scenario I (+25%)
Indices and prices
    Scenario II (+50%)
Indices and prices
 
2015     80,269        59,963        70,981        87,874        94,045   

NOTE 45 – OPERATING SEGMENT INFORMATION

Following are the operating segment results for December 31, 2015, December 31, 2014 and December 31, 2013:

 

     12/31/2015  
           Generation     Transmission                    
     Management     Exploration
System
    O&M
System
    Exploration
System
    O&M
System
    Distribution     Eliminated Items     Total  

Net operating income

     348,022        16,493,690        1,747,836        1,839,339        3,826,056        10,351,737        (2,017,842     32,588,838   

Costs and Operational Expenses

     (8,777,628     (22,216,261     (1,586,974     (3,253,891     (4,008,317     (10,269,593     7,484,381        (42,628,283
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating Profit before Financial Results

     (8,429,606     (5,722,571     160,862        (1,414,552     (182,261     82,144        5,466,539        (10,039,445

Financial income

     3,958,904        (2,361,203     (656,829     (573,184     (240,949     (1,751,802     (73,962     (1,699,025

Income from equity

     (6,091,974     —          —          —          —          —          6,623,420        531,446   

Income tax and social contribution

     (870,858     (126,772     89        256,947        19,553        10,929        —          (710,112
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit (loss) of the year

     (11,433,534     (8,210,546     (495,878     (1,730,789     (403,657     (1,658,729     12,015,997        (11,917,136
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     12/31/2014  
           Generation     Transmission                    
     Management     Exploration
System
    O&M
System
    Exploration
System
    O&M
System
    Distribution     Eliminated Items     Total  

Net operating income

     81,591        18,266,357        1,555,217        1,998,366        2,979,323        6,664,230        (1,407,277     30,137,807   

Costs and Operational Expenses

     (9,115,663     (14,093,237     (1,755,679     (1,911,569     (2,791,777     (6,456,606     2,143,267        (33,981,264
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating Profit before Financial Results

     (9,034,072     4,173,120        (200,462     86,797        187,546        207,624        735,990        (3,843,457

Financial income

     2,463,318        (1,279,835     420,005        (270,551     (30,111     (595,919     (12,282     694,625   

Income from equity

     (1,575,940     —          —          —          —          —          267,636        (1,308,304

Income tax and social contribution

     (242,095     (2,690,448     (1,308,867     3,422,263        (903,792     22,421        —          (1,700,518
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit (loss) of the year

     (8,388,789     202,837        (1,089,324     3,238,509        (746,357     (365,874     991,344        (6,157,653
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     12/31/2013
Revised
 
           Generation     Transmission                    
     Management     Exploration
System
    O&M
System
    Exploration
System
    O&M
System
    Distribution     Eliminated Items     Total  

Net operating income

     71,772        14,633,670        2,054,657        1,349,213        2,854,102        4,498,837        (1,626,607     23,835,644   

Costs and Operational Expenses

     (7,161,257     (11,407,123     (2,041,034     (2,485,406     (3,914,835     (6,621,425     4,416,001        (29,215,079
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financing

     (7,089,485     3,226,547        13,623        (1,136,193     (1,060,733     (2,122,588     2,789,394        (5,379,435

Financial income

     2,125,578        (1,466,380     217,828        (292,168     (88,706     (171,801     52,334        376,685   

Income from equity

     (519,762     —          —          —          —          —          697,530        177,768   

Income tax and social contribution

     (1,326,082     (242,139     (204,989     194,458        212,490        (416     —          (1,366,678
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit (loss) of the year

     (6,809,751     1,518,028        26,462        (1,233,903     (936,949     (2,294,805     3,539,258        (6,191,660
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Interest income and expense per segment:

 

     12/31/2015  
     Management     Generation     Transmission     Distribution     Eliminated Items     Total  

Interest Income

     3,007,812        25,755        34,199        —          (1,939,360     1,128,406   

Interest expense

     (2,456,810     (2,997,888     (1,062,270     (1,688,888     1,865,397        (6,340,459
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     551,002        (2,972,133     (1,028,071     (1,688,888     (73,963     (5,212,053
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     12/31/2014  
     Management     Generation     Transmission     Distribution     Eliminated Items     Total  

Interest Income

     2,410,701        24,682        34,139        —          (1,398,415     1,071,107   

Interest expense

     (1,510,250     (1,985,948     (817,066     (445,214     1,309,744        (3,448,734
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     900,451        (1,961,266     (782,927     (445,214     (88,671     (2,377,627
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     12/31/2013  
     Management     Generation     Transmission     Distribution     Eliminated Items     Total  

Interest Income

     2,033,155        27,993        39,813        —          (954,906     1,146,055   

Interest expense

     (1,048,004     (773,471     (597,426     (189,968     577,467        (2,031,402
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     985,151        (745,478     (557,613     (189,968     (377,439     (885,347
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Income from external consumers per segment:

 

     12/31/2015  
     Generation      Transmission      Distribution      Total  

Supply (sale) of energy

     12,310,243         —           —           12,310,243   

Supply of energy

     3,571,809         —           14,835,424         18,407,233   

Short term energy

     1,811,552         —           —           1,811,552   

CVA and other financial items

     —           —           324,120         324,120   

Itaipu financial effect

     234,425         —           —           234,425   

Income from operation and maintenance

     1,882,637         2,695,611         —           4,578,248   

Construction income

     148,403         2,077,616         1,011,518         3,237,537   

Financial - Investment return

     —           838,087         —           838,087   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total gross income

     19,959,069         5,611,314         16,171,062         41,741,445   
  

 

 

    

 

 

    

 

 

    

 

 

 
     12/31/2014  
     Generation      Transmission      Distribution      Total  

Supply (sale) of energy

     12,175,362         —           —           12,175,362   

Supply of energy

     3,317,103         —           7,310,337         10,627,440   

Short term energy

     3,817,976         —           —           3,817,976   

CVA and other financial items

     —           —           38,477         38,477   

Itaipu financial effect

     (97,740      —           —           (97,740

Income from operation and maintenance

     1,803,127         2,201,268         —           4,004,395   

Construction income

     240,040         1,786,195         873,413         2,899,648   

Financial - Investment return

     —           714,409         —           714,409   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total gross income

     21,255,868         4,701,872         8,222,227         34,179,967   
  

 

 

    

 

 

    

 

 

    

 

 

 
     12/31/2013  
     Generation      Transmission      Distribution      Total  

Supply (sale) of energy

     8,066,674         —           —           8,066,674   

Supply of energy

     3,774,404         —           4,419,444         8,193,848   

Short term energy

     2,395,732         —           —           2,395,732   

Itaipu financial effect

     67,961         —           —           67,961   

Income from operation and maintenance

     2,198,235         2,155,781         —           4,354,016   

Construction income

     736,854         1,797,324         1,013,684         3,547,862   

Financial - Investment return

     —           552,106         —           552,106   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total gross income

     17,239,860         4,505,211         5,433,128         27,178,199   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Intersegment income:

 

     12/31/2015  
     Management      Generation      Transmission      Total  

Suply of energy from distribuition segment

     —           928,927         —           928,927   

Suply of energy from Generation segment

     —           486,544         —           486,544   

Transmission revenue - O&M from generation segment

     —           —           489,478         489,478   

Transmission revenue - O&M from distribuition segment

     —           —           112,893         112,893   

Interest income from generation segment

     477,484         —           —           477,484   

Interest income from transmission segment

     757,365         —           —           757,365   

Interest income from distribuition segment

     704,511         —           —           704,511   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,939,360         1,415,471         602,371         3,957,202   
  

 

 

    

 

 

    

 

 

    

 

 

 
     12/31/2014  
     Management      Generation      Transmission      Total  

Suply of energy from distribuition segment

     —           306,695         —           306,695   

Suply of energy from Generation segment

     —           698,061         —           698,061   

Transmission revenue - O&M from generation segment

     —           —           338,374         338,374   

Transmission revenue - O&M from distribuition segment

     —           —           64,147         64,147   

Interest income from generation segment

     252,750         —           —           252,750   

Interest income from transmission segment

     638,405         —           —           638,405   

Interest income from distribuition segment

     507,260         —           —           507,260   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,398,415         1,004,756         402,521         2,805,692   
  

 

 

    

 

 

    

 

 

    

 

 

 
     12/31/2013  
     Management      Generation      Transmission      Total  

Suply of energy from distribuition segment

     —           475,280         —           475,280   

Suply of energy from Generation segment

     —           1,127,842            1,127,842   

Transmission revenue - O&M from generation segment

     —           —           —           0   

Transmission revenue - O&M from distribuition segment

     —           —           23,486         23,486   

Interest income from generation segment

     120,483         —           —           120,483   

Interest income from transmission segment

     504,117         —           —           504,117   

Interest income from distribuition segment

     330,307         —           —           330,307   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     954,906         1,603,122         23,486         2,581,514   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Additions to non-current assets by segment:

 

     12/31/2015  
     Management      Generation      Transmission      Distribution      Total  

Fixed

     230,633         3,909,258         —           —           4,139,891   

Intangible

     61,331         52,811         87,463         182,703         384,308   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     291,964         3,962,069         87,463         182,703         4,524,199   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     12/31/2014  
     Management      Generation      Distribution      Total  

Fixed

     205,164         2,596,694         —           2,801,858   

Intangible

     75,524         19,575         34,844         129,943   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     280,688         2,616,269         34,844         2,931,801   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     12/31/2013  
     Management      Generation      Transmission      Distribution      Total  

Fixed

     321,077         2,715,150         —           —           3,036,227   

Intangible

     77,264         29,361         8,113         44,521         159,259   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     398,342         2,744,511         8,113         44,521         3,195,486   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Assets per segment:

 

     2015  
     Management      Generation      Transmission      Distribution      Total  

Non-current assets

              

Fixed

     1,774,081         26,748,577         —           956,821         29,479,479   

Intangible

     452,068         146,173         88,392         248,518         935,151   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,226,149         26,894,750         88,392         1,205,339         30,414,630   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     2014  
     Management      Generation      Transmission      Distribution      Total  

Non-current assets

              

Fixed

     1,781,051         28,309,979         —           1,014,518         31,105,549   

Intangible

     502,737         500,285         4,558         357,791         1,365,371   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,283,788         28,810,264         4,558         1,372,309         32,470,920   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Non-cash items per segment:

 

     2015  
     Management     Generation     Transmission     Distribution     Total  

Depreciation and amortization

     189,085        1,242,709        3,728        407,078        1,842,600   

Provision for asset impairment

     (1,663     5,470,206        336,762        22,328        5,827,633   

Provision (reversal) of onerous contract

     —          102,518        263,959        —          366,477   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     187,422        6,815,433        604,449        429,406        8,036,710   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     2014  
     Management     Generation     Transmission     Distribution     Total  

Depreciation and amortization

     205,016        1,255,492        32        316,756        1,777,296   

Provision for asset impairment

     13,935        5,470,206        336,762        22,328        5,843,231   

Provision (reversal) of onerous contract

     —          (1,577,072     (243,182     (295,259     (2,115,513
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     218,951        5,148,626        93,612        43,825        5,505,014   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     2013 Revised  
     Management     Generation     Transmission     Distribution     Total  

Depreciation and amortization

     84,486        1,347,790        300        79,754        1,512,330   

Provision for asset impairment

     —          695,002        775,490        1,083,909        2,554,401   

Provision (reversal) of onerous contract

     —          (1,341,176     (585,880     15,867        (1,911,189
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     84,486        701,616        189,910        1,179,530        2,155,542   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

NOTE 46 – TRANSACTIONS WITH RELATED PARTIES

The final controlling company of the Company is União (the Union) that holds 51% of common stock of the Company. (Please review Note 36.)

Company transactions with its subsidiaries, controlled companies and special purpose entities are carried out at prices and conditions that are defined by the parties, that take into consideration the terms that could be applied in the market with unrelated parties. Among the main operations that took place with related parties, we would like to point out loans and financing granted with the above-mentioned conditions and/or according to specific legislation on such matters. The rest of operations were based also taking into consideration conditions that could be usual in the market.

The main transactions and its natures are related below:

 

    Loans and financing: Refers to the funds raised from financial institutions as mentioned in Note 9. The Company guarantees certain loans raised by its subsidiaries, as note 23;

 

    Accounts receivable and payables: Refers basically to the purchase and sale of energy by distributors and generators through short or long-term contracts. These transactions, when on the free market, are carried out under conditions considered by the Company as being similar to the market at the time of negotiation. When performed in the regulated market, the prices charged are defined through mechanisms defined by the regulator;

 

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    Finance expenses: The amounts refer to bank costs, comissions, monetary variatons;

 

    Interest, commissions, rates and exchange variations: Refers to interest income, mainly from loans, commissions and exchange variation on loans;

 

    Advance for future capital increase: Refers to advances for future capital increase in investees by the Company.

 

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         12/31/2015     12/31/2014  

COMPANIES

  

TYPE OF OPERATION

  ASSET     LIABILITIES     RESULT     ASSET     LIABILITIES     RESULT  

FEDERAL PUBLIC ENTITIES

   Client     19,535        —          —          16,333        —          —     
   Energy supply     —          —          —          —          —          43,716   
   Other income     —          —          96,432        —          —          33,864   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       19,535        —          96,432        16,333        —          77,580   

REAL GRANDEZA

   Other accounts receivable     911        —          —          —          —          —     
   Other assets     —          —          —          3,127        —          —     
   Pension contributions     —          2,872        —          —          4,312        —     
   Suppliers     —          1,192        —          —          —          —     
   Accounts payable     —          195,556        —          —          403,810        —     
   Several obligations     —          6,265        —          —          5,466        —     
   Actuarial debt contracts     —          2,528        —          —          15,542        —     
   Other liabilities     —          55,426        —          —          38,120        —     
   Financial income     —          —          9        —          —          —     
   Other income     —          —          1,320        —          —          134,529   
   Financial expenses     —          —          (17,216     —          —          (20,795
   Actuarial expenses     —          —          (10,862     —          —          8,312   
   Other expenses     —          —          (93,514     —          —          (11,594
   Actuarial provision     —          —          —          —          —          38,120   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       911        263,839        (120,263     3,127        467,250        148,572   

CENTERS

   Pension contributions     —          3,122        —          —          3,230        —     
   Actuarial expenses     —          —          (8,892     —          —          (4,555
   Other expenses     —          —          (914     —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          3,122        (9,806     —          3,230        (4,555

NORTE BRASIL

   Equity permanent stake     887,528        —          —          421,052        —          —     
   Suppliers     —          1,459        —          —          23        —     
   Other liabilities     —          —          —          —          1,555        —     
  

Income (Expenses) Equity Method

    —          —          4,218        —          —          (3,517
   Income from equity     —          —          41,207        —          —          —     
   Other expenses     —          —          (14,636     —          —          —     
  

Fees with the use of electric grid

    —          —          —          —          —          (2,459
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       887,528        1,459        30,789        421,052        1,578        (5,976

ETAU

   Accounts receivable     9        —          —          9        —          —     
   JCP / Dividends receivable     257        —          —          39        —          —     
   Equity permanent stake     24,109        —          —          23,235        —          —     
   Suppliers     —          3        —          —          2        —     
   Equity method income     —          —          4,947        —          —          6,713   
  

Income from service provision

    —          —          350        —          —          453   
   Other income     —          —          9        —          —          —     
  

Fees with the use of electric grid

    —          —          (38     —          —          (34
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       24,375        3        5,268        23,283        2        7,132   

ESBR

   Clients     4,526        —          —          2,295        —          —     
   Equity permanent stake     2,799,875        —          —          2,907,364        —          —     
  

Advancement for future capital increase

    141,400        —          —          —          —          —     
   Suppliers     —          27,876        —          —          9,872        —     
   Other liabilities     —          —          —          —          600        —     
  

Expense with purchased energy

    —          —          (219,637     —          —          (31,200
   Equity Method Expenses     —          —          (287,489     —          —          (461,576
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       2,945,801        27,876        (507,126     2,909,659        10,472        (492,776

TELES PIRES PARTICIPAÇÕES

   Equity permanent stake     547,152        —          —          496,425        —          —     
  

Income (Expenses) Equity Method

    —          —          (86,139     —          —          (29,157
   Other expenses     —          —          (115,412     —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       547,152        —          (201,551     496,425        —          (29,157

INTEGRAÇÃO

   Equity permanent stake     —          —          —          22,517        —          —     
   Equity method income     —          —          1,508        —          —          63   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          —          1,508        22,517        —          63   

COSTA OESTE

   JCP / Dividends receivable     1,713        —          —          300        —          —     
  

Advancement for future capital increase

    —          —          —          1,146        —          —     
   Equity permanent stake     30,058        —          —          21,510        —          —     
   Suppliers     —          1        —          —          1        —     
  

Income (Expenses) Equity Method

    —          —          6,249        —          —          (481
  

Fees with the use of electric grid

    —          —          (10     —          —          (3
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       31,771        1        6,239        22,956        1        (484

 

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Table of Contents
        12/31/2015     12/31/2014  

COMPANIES

 

TYPE OF OPERATION

  ASSET     LIABILITIES     RESULT     ASSET     LIABILITIES     RESULT  

TSBE - Transmissora Sul Brasileira de Energia S.A.

  Accounts receivable     11        —          —          12        —          —     
  JCP / Dividends receivable     —          —          —          2,660        —          —     
 

Advancement for future capital increase

    —          —          —          16,000        —          —     
  Equity permanent stake     270,252        —          —          275,960        —          —     
  Suppliers     —          7        —          —          2        —     
  Accounts payable     —          —          —          —          10,733        —     
  Income from service provision     —          —          12,557        —          —          374   
  Other income     —          —          76        —          —          70   
 

Income (Expenses) Equity Method

    —          —          (24,368     —          —          11,377   
 

Fees with the use of electric grid

    —          —          (70     —          —          (20
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      270,263        7        (11,805     294,632        10,735        11,801   

LIVRAMENTO

  Other accounts receivable     —          —          —          10        —          —     
 

Advancement for future capital increase

    173,860        —          —          73,500        —          —     
  Redeemable preferred shares     64,310        —          —          61,910        —          —     
  Other income     —          —          179        —          —          126   
 

Income (Expenses) Equity Method

    —          —          (96,478     —          —          (150,370
  Fees with the use of electric grid     —          —          (2     —          —          —     
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      238,170        —          (96,301     135,420        —          (150,244

SANTA VITÓRIA

  JCP / Dividends receivable     —          —          —          1,163        —          —     
 

Advancement for future capital increase

    36,492        —          —          18,000        —          —     
  Equity permanent stake     50,223        —          —          157,627        —          —     
  Redeemable preferred shares     29,400        —          —          29,400        —          —     
 

Income (Expenses) Equity Method

    —          —          (108,567     —          —          2,220   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      116,115        —          (108,567     206,190        —          2,220   

MARUMBI

 

Advancement for future capital increase

    —          —          —          6,702        —          —     
  JCP / Dividends receivable     775        —          —          553        —          —     
  Equity permanent stake     18,418        —          —          9,043        —          —     
  Suppliers     —          2        —          —          —          —     
  Equity method income     —          —          2,894        —          —          1,930   
  Other income     —          —          14        —          —          —     
  Fees with the use of electric grid     —          —          (8     —          —          —     
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      19,193        2        2,900        16,298        —          1,930   

CHUÍ

  Equity permanent stake     —          —          —          37,495        —          —     
 

Advancement for future capital increase

    431,913        —          —          330,500        —          —     
  Equity Method Expenses     —          —          (114,602     —          —          (37,715
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      431,913        —          (114,602     367,995        —          (37,715

FACHESF

  Suppliers     —          1,720        —          —          10,719        —     
  Pension contributions (regular)     —          11,415        —          —          10,220        —     
  Actuarial expenses     —          —          (123,537     —          —          (105,121
  Operational Expenses     —          —          (20,411     —          —          (17,401
  Financial expenses     —          —          (133,698     —          —          (55,871
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      —          13,135        (277,646     —          20,939        (178,393

TDG

  Accounts receivable     355        —          —          429        —          —     
  Equity permanent stake     7,236        —          —          28,013        —          —     
 

Advancement for future capital increase

    101,000        —          —          101,000        —          —     
  Suppliers     —          169        —          —          181        —     
  Income from service provision     —          —          4,217        —          —          4,187   
  Equity Method Expenses     —          —          (20,777     —          —          —     
 

Fees with the use of electric grid

    —          —          (1,580     —          —          (1,787
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      108,591        169        (18,140     129,442        181        2,400   

MANAUS TRANSMISSÃO

  JCP / Dividends receivable     50        —          —          —          —          —     
  Equity permanent stake     621,873        —          —          215,793        —          —     
 

Advancement for future capital increase

    26,800        —          —          39,181        —          —     
  Other assets     1,067        —          —          1,338        —          —     
  Suppliers     —          1,810        —          —          —          —     
  Other liabilities     —          8        —          —          1,307        —     
  Equity method income     —          —          29,919        —          —          22,226   
  Other income     —          —          2,573        —          —          2,938   
  Equity Method Expenses     —          —          —          —          —          (65,311
 

Fees with the use of electric grid

    —          —          (20,825     —          —          (7,902
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      649,790        1,818        11,667        256,312        1,307        (48,049

 

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         12/31/2015     12/31/2014  

COMPANIES

  

TYPE OF OPERATION

  ASSET     LIABILITIES     RESULT     ASSET     LIABILITIES     RESULT  

IE MADEIRA

   JCP / Dividends receivable     27,589        —          —          7,257        —          —     
   Equity permanent stake     912,098        —          —          822,342        —          —     
   Suppliers     —          1,475        —          —          5,752        —     
   Accounts payable     —          526        —          —          579        —     
   Equity method income     —          —          117,747        —          —          62,927   
   Income from service provision     —          —          602        —          —          —     
   Other income (expenses)     —          —          495        —          —          —     
   Fees with the use of electric grid     —          —          (53,169     —          —          (49,776
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       939,687        2,001        65,675        829,599        6,331        13,151   

MANAUS CONSTRUÇÃO

   JCP / Dividends receivable     9,178        —          —          12,351        —          —     
   Equity permanent stake     33,251        —          —          4,724        —          —     
  

Income (Expenses) Equity Method

    —          —          (592     —          —          10,570   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       42,429        —          (592     17,075        —          10,570   

STN

   Other accounts receivable     273        —          —          263        —          —     
   Equity permanent stake     176,941        —          —          163,434        —          —     
   Suppliers     —          1,042        —          —          1,250        —     
   Equity method income     —          —          45,475        —          —          46,014   
   Income from service provision     —          —          3,231        —          —          2,841   
  

Fees with the use of electric grid

    —          —          (10,362     —          —          (12,427
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       177,214        1,042        38,344        163,697        1,250        36,428   

INTESA - Integração Transmissora de Energia S.A.

   JCP / Dividends receivable     1,209        —          —          —          —          —     
   Equity permanent stake     42,084        —          —          41,064        —          —     
   Other assets     317        —          —          —          —          —     
   Suppliers     —          1,482        —          —          971        —     
   Equity method income     —          —          6,727        —          —          5,573   
   Other income     —          —          3,673        —          —          —     
  

Fees with the use of electric grid

    —          —          (14,503     —          —          (9,496
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       43,610        1,482        (4,103     41,064        971        (3,923

EAPSA - Energética Águas da Pedra S.A.

   Clients     352        —          —          159        —          —     
   JCP / Dividends receivable     2,181        —          —          1,124        —          —     
   Equity permanent stake     208,795        —          —          89,580        —          —     
   Other assets     —          —          —          161        —          —     
   Equity method income     —          —          22,718        —          —          8,409   
  

Income from the use of electric grid

    —          —          —          —          —          1,267   
   Other income     —          —          1,557        —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       211,328        —          24,275        91,024        —          9,676   

SETE GAMELEIRAS

   Clients     8        —          —          7        —          —     
   JCP / Dividends receivable     437        —          —          —          —          —     
   Equity permanent stake     22,888        —          —          20,799        —          —     
   Equity method income     —          —          2,526        —          —          556   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       23,333        —          2,526        20,806        —          556   

S. PEDRO DO LAGO

   Clients     36        —          —          7        —          —     
   JCP / Dividends receivable     371        —          —          —          —          —     
   Equity permanent stake     16,423        —          —          16,268        —          —     
  

Income (Expenses) Equity Method

    —          —          268        —          —          1,407   
   Income from service provision     —          —          335        —          —          81   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       16,830        —          603        16,275        —          1,488   

PEDRA BRANCA

   Clients     8        —          —          7        —          —     
   JCP / Dividends receivable     542        —          —          —          —          —     
   Equity permanent stake     17,592        —          —          14,256        —          —     
   Income from service provision     —          —          —          —          —          192   
   Income (Expenses) Equity Method     —          —          3,878        —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       18,142        —          3,878        14,263        —          192   

BRASVENTOS MIASSABA

   Clients     152        —          —          70        —          —     
   Equity permanent stake     66,539        —          —          33,469        —          —     
   Other assets     1        —          —          1        —          —     
   Equity method income     —          —          (226     —          —          4,703   
  

Income from the use of electric grid

    —          —          709        —          —          649   
   Other income     —          —          604        —          —          —     
   Equity Method Expenses     —          —          (200     —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       66,692        —          887        33,540        —          5,352   

 

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Table of Contents
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COMPANIES

  

TYPE OF OPERATION

  ASSET     LIABILITIES     RESULT     ASSET     LIABILITIES     RESULT  

BRASVENTOS EOLO

   Clients     129        —          —          60        —          —     
  

Advancement for future capital increase

    316        —          —          316        —          —     
   Equity permanent stake     40,163        —          —          20,750        —          —     
   Other assets     1        —          —          —          —          —     
  

Income from the use of electric grid

    —          —          605        —          —          554   
   Other income     —          —          517        —          —          —     
   Equity Method Expenses     —          —          (668     —          —          (1,495
   Income from equity     —          —          (634     —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       40,609        —          (180     21,126        —          (941

PREVINORTE

   Other assets     7,174        —          —          63        —          —     
   Other liabilities     —          —          —          —          7,958        —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       7,174        —          —          63        7,958        —     

ENERPEIXE

   Clients     282        —          —          232        —          —     
   JCP / Dividends receivable     34,686        —          —          26,059        —          —     
   Equity permanent stake     561,282        —          —          555,860        —          —     
   Equity method income     —          —          68,107        —          —          56,539   
   Income from service provision     —          —          13        —          —          255   
   Income from the use of electric grid     —          —          2,287        —          —          2,220   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       596,250        —          70,407        582,151        —          59,014   

TRANSLESTE

   Equity permanent stake     17,574        —          —          15,616        —          —     
   Suppliers     —          164        —          —          166        —     
   Equity method income     —          —          4,719        —          —          5,040   
  

Fees with the use of electric grid

    —          —          (1,515     —          —          (1,539
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       17,574        164        3,204        15,616        166        3,501   

TRANSUDESTE

   Clients     14        —          —          —          —          —     
   Other accounts receivable     13        —          —          —          —          —     
   JCP / Dividends receivable     1,033        —          —          1,033        —          —     
   Equity permanent stake     17,900        —          —          14,978        —          —     
   Other assets     —          —          —          25        —          —     
   Suppliers     —          102        —          —          156        —     
   Other income     —          —          165        —          —          159   
   Income from service provision     —          —          157        —          —          148   
   Equity method income     —          —          3,459        —          —          3,294   
   Financial income     —          —          —          —          —          1,034   
  

Fees with the use of electric grid

    —          —          (947     —          —          (968
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       18,960        102        2,834        16,036        156        3,667   

TRANSIRAPE

   JCP / Dividends receivable     678        —          —          —          —          —     
   Equity permanent stake     19,061        —          —          16,134        —          —     
   Suppliers     —          90        —          —          107        —     
   Equity method income     —          —          3,605        —          —          2,864   
  

Fees with the use of electric grid

    —          —          (739     —          —          (666
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       19,739        90        2,866        16,134        107        2,198   

CENTROESTE

   Clients     63        —          —          —          —          —     
   JCP / Dividends receivable     59        —          —          894        —          —     
   Equity permanent stake     18,709        —          —          20,825        —          —     
   Other assets     —          —          —          10        —          —     
   Suppliers     —          54        —          —          71        —     
   Equity method income     —          —          4,361        —          —          4,089   
   Income from service provision     —          —          1,068        —          —          900   
   Other income     —          —          89        —          —          431   
  

Fees with the use of electric grid

    —          —          (645     —          —          (666
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       18,831        54        4,873        21,729        71        4,754   

BAGUARI

   Clients     22        —          —          15        —          —     
   JCP / Dividends receivable     2,462        —          —          7,294        —          —     
  

Advancement for future capital increase

    315        —          —          315        —          —     
   Equity permanent stake     82,721        —          —          85,815        —          —     
   Income (Expenses) Equity Method     —          —          6,226        —          —          (850
   Income from the use of electric grid     —          —          193        —          —          181   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       85,520        —          6,419        93,439        —          (669

RETIRO BAIXO

  

Advancement for future capital increase

    1,225        —          —          2,695        —          —     
   Equity permanent stake     121,774        —          —          111,906        —          —     
   Equity Method Expenses     —          —          —          —          —          (1,275
   Financial income (expenses)     —          —          7,173        —          —          —     
   Financial income     —          —          —          —          —          111   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       122,999        —          7,173        114,601        —          (1,164

 

F-233


Table of Contents
        12/31/2015     12/31/2014  

COMPANIES

 

TYPE OF OPERATION

  ASSET     LIABILITIES     RESULT     ASSET     LIABILITIES     RESULT  

SERRA FACÃO ENERGIA

 

JCP / Dividends receivable

    9,154        —          —          2,289        —          —     
 

Equity permanent stake

    45,032        —          —          1,640        —          —     
 

Income (Expenses) Equity Method

    —          —          23,047        —          —          (59,102
 

Income from service provision

    —          —          154        —          —          80   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      54,186        —          23,201        3,929        —          (59,022

Chapecoense

 

Clients

    740        —          —          740        —          —     
 

JCP / Dividends receivable

    22,288        —          —          9,512        —          —     
 

Equity permanent stake

    415,501        —          —          364,522        —          —     
 

Equity method income

    —          —          73,267        —          —          28,646   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      438,529        —          73,267        374,774        —          28,646   

MADEIRA ENERGIA

 

Equity permanent stake

    2,799,058        —          —          2,724,068        —          —     
 

Income (Expenses) Equity Method

    —          —          7,030        —          —          (861,144
 

Other expenses

    —          —          (97,010     —          —          —     
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      2,799,058        —          (89,980     2,724,068        —          (861,144

INAMBARI

 

Equity permanent stake

    194        —          —          164        —          —     
 

Other income

    —          —          30        —          —          6,017   
 

Income (Expenses) Equity Method

    —          —          (31     —          —          (6,024
 

Income from equity

    —          —          (50     —          —          —     
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      194        —          (51     164        —          (7

TRANSENERGIA RENOVÁVEL

 

JCP / Dividends receivable

    13,979        —          —          15,648        —          —     
 

Equity permanent stake

    128,418        —          —          96,813        —          —     
 

Suppliers

    —          57        —          —          80        —     
 

Equity method income

    —          —          38,777        —          —          24,316   
 

Other income

    —          —          —          —          —          8   
 

Fees with the use of electric grid

    —          —          (706     —          —          (754
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      142,397        57        38,071        112,461        80        23,570   

MGE TRANSMISSÃO

 

Clients

    15        —          —          —          —          —     
 

Other accounts receivable

    148        —          —          149        —          —     
 

JCP / Dividends receivable

    11,447        —          —          6,812        —          —     
 

Equity permanent stake

    136,755        —          —          118,953        —          —     
 

Suppliers

    —          119        —          —          100        —     
 

Income (Expenses) Equity Method

    —          —          20,476        —          —          (9,222
 

Income from service provision

    —          —          1,685        —          —          2,974   
 

Other income

    —          —          167        —          —          67   
 

Fees with the use of electric grid

    —          —          (1,389     —          —          (477
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      148,365        119        20,939        125,914        100        (6,658

GOIÁS TRANSMISSÃO

 

Other accounts receivable

    229        —          —          203        —          —     
 

JCP / Dividends receivable

    23,857        —          —          20,051        —          —     
 

Equity permanent stake

    190,245        —          —          138,436        —          —     
 

Suppliers

    —          204        —          —          225        —     
 

Income (Expenses) Equity Method

    —          —          66,566        —          —          (493
 

Income from service provision

    —          —          2,331        —          —          2,293   
 

Fees with the use of electric grid

    —          —          (2,327     —          —          (1,911
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      214,331        204        66,570        158,690        225        (111

TRANS. SÃO PAULO

 

Clients

    18        —          —          —          —          —     
 

Other accounts receivable

    83        —          —          75        —          —     
 

JCP / Dividends receivable

    4,275        —          —          15,934        —          —     
 

Advancement for future capital increase

    —          —          —          1,960        —          —     
 

Equity permanent stake

    91,141        —          —          83,116        —          —     
 

Suppliers

    —          13        —          —          28        —     
 

Equity method income

    —          —          6,065        —          —          43,977   
 

Income from service provision

    —          —          976        —          —          890   
 

Other income

    —          —          78        —          —          509   
 

Fees with the use of electric grid

    —          —          (297     —          —          (276
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      95,517        13        6,822        101,085        28        45,100   

CALDAS NOVAS

 

Other accounts receivable

    73        —          —          72        —          —     
 

JCP / Dividends receivable

    452        —          —          —          —          —     
 

Equity permanent stake

    13,560        —          —          12,846        —          —     
 

Suppliers

    —          3        —          —          9        —     
 

Income (Expenses) Equity Method

    —          —          1,166        —          —          3,084   
 

Income from service provision

    —          —          724        —          —          720   
 

Other income

    —          —          160        —          —          149   
 

Fees with the use of electric grid

    —          —          —          —          —          (61
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      14,085        3        2,050        12,918        9        3,892   

 

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Table of Contents
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COMPANIES

  

TYPE OF OPERATION

  ASSET     LIABILITIES     RESULT     ASSET     LIABILITIES     RESULT  

IE GARANHUNS

   JCP / Dividends receivable     5,780        —          —          —          —          —     
   Equity permanent stake     318,972        —          —          181,526        —          —     
   Equity method income     —          —          26,361        —          —          16,717   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       324,752        —          26,361        181,526        —          16,717   

LUZIÂNIA NIQUELÂNDIA TRANSMISSORA

   Clients     6        —          —          —          —          —     
   Equity permanent stake     21,181        —          —          16,863        —          —     
   Suppliers     —          —          —          —          845        —     
   Equity method income     —          —          4,318        —          —          4,594   
   Income from service provision     —          —          110        —          —          115   
   Other income     —          —          30        —          —          188   
   Fees with the use of electric grid     —          —          (105     —          —          (41
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       21,187        —          4,353        16,863        845        4,856   

TSLE - Transmissora Sul Litorânea de Energia S.A.

   Other accounts receivable     18        —          —          5        —          —     
  

Advancement for future capital increase

    84,847        —          —          54,499        —          —     
   Equity permanent stake     144,615        —          —          139,719        —          —     
   Accounts payable     —          11        —          —          —          —     
   Income from service provision     —          —          570        —          —          3,457   
   Other income     —          —          51        —          —          39   
   Equity Method Expenses     —          —          (4,980     —          —          (2,637
   Fees with the use of electric grid     —          —          (81     —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       229,480        11        (4,440     194,223        —          859   

Energia dos Ventos I

   Equity permanent stake     —          —          —          7,254        —          —     
  

Income (Expenses) Equity Method

    —          —          (1     —          —          (39
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          —          (1     7,254        —          (39

Energia dos Ventos II

   Equity permanent stake     —          —          —          4,406        —          —     
  

Income (Expenses) Equity Method

    —          —          —          —          —          (30
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          —          —          4,406        —          (30

Energia dos Ventos III

   Equity permanent stake     —          —          —          6,535        —          —     
  

Income (Expenses) Equity Method

    —          —          —          —          —          (36
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          —          —          6,535        —          (36

Energia dos Ventos IV

   Equity permanent stake     —          —          —          9,535        —          —     
  

Income (Expenses) Equity Method

    —          —          —          —          —          (43
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          —          —          9,535        —          (43

Energia dos Ventos X

   Equity permanent stake     —          —          —          5,807        —          —     
  

Income (Expenses) Equity Method

    —          —          (1     —          —          (34
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          —          (1     5,807        —          (34

NORTE ENERGIA (Belo Monte)

   Clients     390        —          —          —          —          —     
   Other assets     54        —          —          78        —          —     
  

Advancement for future capital increase

    326,671        —          —          —          —          —     
   Equity permanent stake     3,469,785        —          —          3,479,087        —          —     
   Income from equity     —          —          (7,993     —          —          (32,909
   Equity Method Expenses     —          —          (7,225     —          —          (110,640
  

Income from the use of electric grid

    —          —          39,258        —          —          —     
   Other income     —          —          423        —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       3,796,900        —          24,463        3,479,165        —          (143,549

AETE

   Other assets     24        —          —          —          —          —     
   Other liabilities     —          —          —          —          234        —     
   Suppliers     —          160        —          —          —          —     
   Equity method income     —          —          —          —          —          8,915   
   Other income     —          —          2,251        —          —          —     
   Fees with the use of electric grid     —          —          (2,126     —          —          (2,457
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       24        160        125        —          234        6,458   

BRASNORTE

   Other assets     106        —          —          2,506        —          —     
   Equity permanent stake     120,873        —          —          —          —          —     
   Other liabilities     —          —          —          —          127        —     
   Suppliers     —          88        —          —          —          —     
   Equity method income     —          —          9,372        —          —          9,647   
   Income from service provision     —          —          —          —          —          1,808   
   Other income     —          —          3,523        —          —          —     
  

Fees with the use of electric grid

    —          —          (1,176     —          —          (1,289
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       120,979        88        11,719        2,506        127        10,166   

ESTAÇÃO TRANSMISSORA

   Fees with the use of electric grid     —          —          —          —          —          (3,735
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          —          —          —          —          (3,735

 

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Table of Contents
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COMPANIES

 

TYPE OF OPERATION

  ASSET     LIABILITIES     RESULT     ASSET     LIABILITIES     RESULT  

INTEGRAÇÃO TRANS.

 

Other assets

    —          —          —          290        —          —     
 

Equity permanent stake

    133,488        —          —          —          —          —     
 

Other liabilities

    —          —          —          —          709        —     
 

Equity method income

    —          —          18,970        —          —          16,817   
 

Other income

    —          —          —          —          —          3,838   
  Fees with the use of electric grid     —          —          —          —          —          (7,132
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      133,488        —          18,970        290        709        13,523   

CONSTRUTORA INTEG

 

Equity permanent stake

    49,461        —          —          —          —          —     
 

Equity method income

    —          —          1,507        —          —          63   
 

Income from equity

    —          —          (1,793     —          —          —     
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      49,461        —          (286     —          —          63   

TME - TRANSMISSORA MATOGROSSENSE DE ENERGIA

 

Equity permanent stake

    97,154        —          —          —          —          —     
 

Other liabilities

    —          214        —          —          234        —     
 

Income from equity

    —          —          13,317        —          —          —     
 

Equity method income

    —          —          —          —          —          11,182   
 

Fees with the use of electric grid

    —          —          (2,221     —          —          (2,545
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      97,154        214        11,096        —          234        8,637   

TRANSNORTE

 

Equity permanent stake

    148,373        —          —          —          —          —     
 

Suppliers

    —          36        —          —          —          —     
 

Income from equity

    —          —          (9,613     —          —          —     
 

Equity method income

    —          —          —          —          —          9,072   
 

Fees with the use of electric grid

    —          —          (186     —          —          —     
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      148,373        36        (9,799     —          —          9,072   

CTEEP

 

Financing and loans

    196        —          —          —          —          —     
 

Equity permanent stake

    942,732        —          —          946,187        —          —     
 

Dividends receivable

    2,187        —          —          9,749        —          —     
  Income from interest, commissions, fees, and ex     —          —          17        —          —          —     
 

Equity method income

    —          —          2,380        —          —          53,503   
 

Income from JCP / Dividends

    —          —          2,206        —          —          1,480   
 

Income from equity

    —          —          114,813        —          —          —     
 

Loss in subscription

    —          —          —          —          —          (679
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      945,115        —          119,416        955,936        —          54,304   

EMAE

 

Equity permanent stake

    307,195        —          —          275,214        —          —     
 

JCP / Dividends receivable

    1,416        —          —          54        —          —     
 

Equity method income

    —          —          793        —          —          —     
 

Income from JCP / Dividends

    —          —          —          —          —          64   
 

Income from equity

    —          —          23,330        —          —          151,429   
 

Other expenses

    —          —          (89     —          —          —     
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      308,611        —          24,034        275,160        —          151,493   

Triângulo Mineiro Trans. S.A.

 

Other accounts receivable

    11        —          —          —          —          —     
 

Other assets

    —          —          —          724        —          —     
  Advancement for future capital increase     —          —          —          6,223        —          —     
 

Equity permanent stake

    82,555        —          —          36,246        —          —     
 

Income (Expenses) Equity Method

    —          —          2,957        —          —          830   
 

Income from service provision

    —          —          578        —          —          724   
 

Other income

    —          —          25        —          —          38   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      82,566        —          3,560        43,193        —          1,592   

CEPEL

 

Operational Expenses

    —          —          (11,525     —          —          (10,925
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      —          —          (11,525     —          —          (10,925

Paranaíba Transmissora de Energia S.A.

 

Other accounts receivable

    70        —          —          142        —          —     
 

Equity permanent stake

    100,726        —          —          67,383        —          —     
 

Equity method income

    —          —          3,943        —          —          2,297   
 

Income from service provision

    —          —          792        —          —          849   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      100,796        —          4,735        67,525        —          3,146   

Centrais Eolica Famosa I S.A.

  Advancement for future capital increase     —          —          —          1,059        —          —     
 

Equity permanent stake

    1,305        —          —          838        —          —     
 

Income (Expenses) Equity Method

    —          —          (592     —          —          (6,425
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      1,305        —          (592     1,897        —          (6,425

Centrais Eolica Pau Brasil S.A.

  Advancement for future capital increase     —          —          —          706        —          —     
 

Equity permanent stake

    758        —          —          548        —          —     
 

Income (Expenses) Equity Method

    —          —          (496     —          —          (4,292
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      758        —          (496     1,254        —          (4,292

 

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Table of Contents
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COMPANIES

  

TYPE OF OPERATION

  ASSET     LIABILITIES     RESULT     ASSET     LIABILITIES     RESULT  

Centrais Eolica São Paulo S.A.

   Advancement for future capital increase     —          —          —          823        —          —     
   Equity permanent stake     971        —          —          648        —          —     
   Income (Expenses) Equity Method     —          —          (500     —          —          (4,803
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       971        —          (500     1,471        —          (4,803

Centrais Eolica Rosada S.A.

   Advancement for future capital increase     —          —          —          1,333        —          —     
   Equity permanent stake     1,418        —          —          955        —          —     
   Income (Expenses) Equity Method     —          —          (870     —          —          (8,132
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       1,418        —          (870     2,288        —          (8,132

FRONTEIRA OESTE

   Other accounts receivable     1,042        —          —          —          —          —     
   Advancement for future capital increase     14,155        —          —          3,641        —          —     
   Equity permanent stake     12,091        —          —          11,824        —          —     
   Equity method income     —          —          267        —          —          —     
   Income from service provision     —          —          1,042        —          —          —     
   Equity Method Expenses     —          —          —          —          —          (16
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       27,288        —          1,309        15,465        —          (16

Vale do São Bartolomeu Transmissora de Energia S.A.

   Other accounts receivable     220        —          —          229        —          —     
   Advancement for future capital increase     7,943        —          —          —          —          —     
   Equity permanent stake     56,469        —          —          16,128        —          —     
   Income (Expenses) Equity Method     —          —          1,512        —          —          645   
   Income from service provision     —          —          373        —          —          226   
   Other income     —          —          1,704        —          —          7,950   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       64,632        —          3,589        16,357        —          8,821   

PUNAÚ I EÓLICA S.A

   Equity permanent stake     10,829        —          —          1,880        —          —     
   Income (Expenses) Equity Method     —          —          8,816        —          —          (7,313
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       10,829        —          8,816        1,880        —          (7,313

CARNAÚBA I EÓLICA S.A.

   Equity permanent stake     10,261        —          —          1,238        —          —     
   Income (Expenses) Equity Method     —          —          8,906        —          —          (7,186
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       10,261        —          8,906        1,238        —          (7,186

CARNAÚBA II EÓLICA S.A.

   Equity permanent stake     8,293        —          —          936        —          —     
   Income (Expenses) Equity Method     —          —          7,254        —          —          (5,959
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       8,293        —          7,254        936        —          (5,959

CARNAÚBA III EÓLICA S.A.

   Equity permanent stake     7,290        —          —          845        —          —     
   Income (Expenses) Equity Method     —          —          6,358        —          —          (5,284
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       7,290        —          6,358        845        —          (5,284

CARNAÚBA V EÓLICA S.A.

   Equity permanent stake     10,777        —          —          1,212        —          —     
   Income (Expenses) Equity Method     —          —          9,433        —          —          (7,981
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       10,777        —          9,433        1,212        —          (7,981

CERVANTES I EÓLICA S.A.

   Equity permanent stake     7,355        —          —          1,357        —          —     
   Income (Expenses) Equity Method     —          —          5,910        —          —          (4,772
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       7,355        —          5,910        1,357        —          (4,772

CERVANTES II EÓLICA S.A.

   Equity permanent stake     5,474        —          —          644        —          —     
   Income (Expenses) Equity Method     —          —          4,755        —          —          (3,958
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       5,474        —          4,755        644        —          (3,958

BOM JESUS EÓLICA S.A.

   Equity permanent stake     1,251        —          —          1,370        —          —     
   Income (Expenses) Equity Method     —          —          (236     —          —          (5,794
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       1,251        —          (236     1,370        —          (5,794

CACHOEIRA EÓLICA S.A

   Equity permanent stake     767        —          —          871        —          —     
   Income (Expenses) Equity Method     —          —          (191     —          —          (3,907
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       767        —          (191     871        —          (3,907

PITIMBU EÓLICA S.A

   Equity permanent stake     1,037        —          —          1,270        —          —     
   Income (Expenses) Equity Method     —          —          (351     —          —          (5,894
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       1,037        —          (351     1,270        —          (5,894

SÃO CAETANO EÓLICA S.A

   Equity permanent stake     1,387        —          —          2,387        —          —     
   Income (Expenses) Equity Method     —          —          (1,177     —          —          (7,952
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       1,387        —          (1,177     2,387        —          (7,952

SÃO CAETANO I EÓLICA S.A

   Equity permanent stake     1,137        —          —          1,867        —          —     
   Income (Expenses) Equity Method     —          —          (847     —          —          (5,297
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       1,137        —          (847     1,867        —          (5,297

 

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Table of Contents
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COMPANIES

  

TYPE OF OPERATION

  ASSET     LIABILITIES     RESULT     ASSET     LIABILITIES      RESULT  

SÃO GALVÃO EÓLICA S.A.

   Equity permanent stake     1,342        —          —          1,684        —           —     
   Income (Expenses) Equity Method     —          —          (505     —          —           (7,862
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       1,342        —          (505     1,684        —           (7,862

Baraúnas I

   Equity permanent stake     17,356        —          —          27        —           —     
   Equity Method Expenses     —          —          (213     —          —           (27
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       17,356        —          (213     27        —           (27

Mussambê

   Equity permanent stake     21,724        —          —          19,955        —           —     
   Equity Method Expenses     —          —          (25     —          —           (32
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       21,724        —          (25     19,955        —           (32

Morro Branco I

   Equity permanent stake     17,019        —          —          15,549        —           —     
   Equity Method Expenses     —          —          (204     —          —           (22
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       17,019        —          (204     15,549        —           (22

SINOP

   Equity permanent stake     179,052        —          —          87,047        —           —     
   Advancement for future capital increase     73,500        —          —          —          —           —     
   Equity method income     —          —          2,479        —          —           —     
   Equity Method Expenses     —          —          —          —          —           —     
   Income from equity     —          —          (1,199     —          —           (4,249
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       252,552        —          1,280        87,047        —           (4,249

MATA DE SANTA GENEBRA

   Other accounts receivable     2        —          —          1        —           —     
   Equity permanent stake     30,336        —          —          26,177        —           —     
   Income (Expenses) Equity Method     —          —          1,415        —          —           (1,019
   Other income     —          —          292        —          —           894   
   Other expenses     —          —          4        —          —           —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       30,338        —          1,711        26,178        —           (125

LAGOA AZUL TRANSMISSORA

   Clients     396        —          —          —          —           —     
   Other assets     —          —          —          1        —           —     
   Equity permanent stake     8,632        —          —          1,970        —           —     
   Income (Expenses) Equity Method     —          —          99        —          —           (151
   Other income     —          —          —          —          —           12   
   Other expenses     —          —          395        —          —           —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       9,028        —          494        1,971        —           (139

EÓLICA ITAGUAÇU DA BAHIA SPE S.A.

   Other assets     —          —          —          1        —           —     
   Equity permanent stake     11,798        —          —          1,062        —           —     
   Income (Expenses) Equity Method     —          —          102        —          —           (101
   Other expenses     —          —          (1     —          —           —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       11,798        —          101        1,063        —           (101

ITAGUAÇU DA BAHIA ENERGIAS RENOVÁVEIS

   Advancement for future capital increase     34,300        —          —          —          —           —     
   Equity permanent stake     11,798        —          —          —          —           —     
   Income (Expenses) Equity Method     —          —          (4,396     —          —           —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       46,098        —          (4,396     —          —           —     

EÓLICA VENTOS DE SANTA LUIZA SPE S.A.

   Other assets     —          —          —          1        —           —     
   Advancement for future capital increase     —          —          —          1,063        —           —     
   Income (Expenses) Equity Method     —          —          101        —          —           (100
   Other expenses     —          —          (1     —          —           —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       —          —          100        1,064        —           (100

EÓLICA VENTOS DE SANTA MADALENA SPE S.A.

   Other assets     —          —          —          1        —           —     
   Equity permanent stake     —          —          —          1,062        —           —     
   Income (Expenses) Equity Method     —          —          102        —          —           (101
   Other expenses     —          —          (1     —          —           —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       —          —          101        1,063        —           (101

EÓLICA VENTOS DE SANTA MARCELLA SPE S.A.

   Other assets     —          —          —          1        —           —     
   Equity permanent stake     —          —          —          1,063        —           —     
   Income (Expenses) Equity Method     —          —          101        —          —           (101
   Other expenses     —          —          (1     —          —           —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       —          —          100        1,064        —           (101

EÓLICA VENTOS DE SANTA VERA SPE S.A.

   Other assets     —          —          —          1        —           —     
   Equity permanent stake     —          —          —          1,063        —           —     
   Income (Expenses) Equity Method     —          —          101        —          —           (100
   Other expenses     —          —          (1     —          —           —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
       —          —          100        1,064        —           (100

 

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Table of Contents
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COMPANIES

  

TYPE OF OPERATION

  ASSET     LIABILITIES     RESULT     ASSET     LIABILITIES     RESULT  

EÓLICA VENTOS DE SANTO ANTONIO SPE S.A.

   Other assets     —          —          —          1        —          —     
   Equity permanent stake     —          —          —          1,063        —          —     
  

Income (Expenses) Equity Method

    —          —          102        —          —          (100
   Other expenses     —          —          (1     —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          —          101        1,064        —          (100

EÓLICA VENTOS DE SÃO BENTO SPE S.A.

   Other assets     —          —          —          1        —          —     
   Equity permanent stake     —          —          —          1,063        —          —     
  

Income (Expenses) Equity Method

    —          —          102        —          —          (101
   Other expenses     —          —          (1     —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          —          101        1,064        —          (101

EÓLICA VENTOS DE SÃO CIRILO SPE S.A.

   Other assets     —          —          —          1        —          —     
   Equity permanent stake     —          —          —          1,063        —          —     
  

Income (Expenses) Equity Method

    —          —          101        —          —          (100
   Other expenses     —          —          (1     —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          —          100        1,064        —          (100

EÓLICA VENTOS DE SÃO JOÃO SPE S.A.

   Other assets     —          —          —          1        —          —     
   Equity permanent stake     —          —          —          1,063        —          —     
  

Income (Expenses) Equity Method

    —          —          101        —          —          (100
   Other expenses     —          —          (1     —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          —          100        1,064        —          (100

EÓLICA VENTOS DE SÃO RAFAEL SPE S.A.

   Other assets     —          —          —          1        —          —     
   Equity permanent stake     —          —          —          1,063        —          —     
  

Income (Expenses) Equity Method

    —          —          101        —          —          (101
   Other expenses     —          —          (1     —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          —          100        1,064        —          (101

BARAÚNAS II

   Equity permanent stake     585        —          —          615        —          —     
   Equity Method Expenses     —          —          (30     —          —          (7
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       585        —          (30     615        —          (7

BANDA DE COURO

   Equity permanent stake     928        —          —          961        —          —     
   Equity Method Expenses     —          —          (33     —          —          (7
   Other expenses     —          —          —          —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       928        —          (33     961        —          (7

BELO MONTE TRANSMISSORA SPE S.A.

   Equity permanent stake     391,058        —          —          6,119        —          —     
  

Advancement for future capital increase

    194,040        —          —          —          —          —     
   Other assets     —          —          —          1        —          —     
  

Income (Expenses) Equity Method

    —          —          (4,630     —          —          (5
   Income from equity     —          —          (4,473     —          —          —     
   Other expenses     —          —          (1     —          —          —     
   Other income     —          —          —          —          —          424   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       585,098        —          (9,104     6,120        —          419   

ITAIPU

   Financing and loans     14,802,134        —          —          11,656,696        —          —     
   Dividends receivable     1,952          —          —          —          —     
  

Income from interest, commissions, fees, and ex

    —          —          6,009,406        —          —          767,647   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       14,804,087        —          6,009,406        11,656,696        —          767,647   

SANTO ANTONIO ENERGIA

   Clients     9,501        —          —          4,174        —          —     
   Other accounts receivable     130,253        —          —          —          —          —     
   Other assets     —          —          —          311        —          —     
  

Income from service provision

    —          —          3,005        —          —          3,481   
  

Income from the use of electric grid

    —          —          43,352        —          —          40,602   
   Income from the sale of energy     —          —          64,924        —          —          —     
   Other income           —          —          268   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       139,754        —          111,281        4,485        —          44,351   

ELETROS

  

Contributions payable - sponsor

    —          23,555        —          —          10,652        —     
   Provisions     —          244,685        —          —          448,407        —     
   Sponsor contributions     —          —          (31,693     —          —          (34,423
   Fees     —          —          (2,410     —          —          (2,462
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          268,240        (34,103     —          459,059        (36,885

 

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COMPANIES

  

TYPE OF OPERATION

  ASSET     LIABILITIES     RESULT     ASSET     LIABILITIES     RESULT  

CEEE-GT

   Equity stake     448,274        —          —          449,336        —          —     
   Financing and loans     4,883        —          —          13,254        —          —     
   Income from equity     —          —          14,173        —          —          (91,308
  

Income from interest, commissions, and fees

    —          —          607        —          —          1,189   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       453,157        —          14,780        462,590        —          (90,119

ENERGISA MT

   Equity stake     385,318        —          —          376,031        —          —     
   Financing and loans     310,697        —          —          353,596        —          —     
   Dividends receivable     4,403        —          —          —          —          —     
   Income from equity     —          —          12,918        —          —          25,491   
  

Income from interest, commissions, and fees

    —          —          30,911        —          —          34,608   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       700,417        —          43,829        729,627        —          60,099   

CEMAR

   Equity stake     653,419        —          —          554,817        —          —     
   Dividends receivable     —          —          —          20,754        —          —     
   Financing and loans     275,939        —          —          308,989        —          —     
   Income from equity     —          —          121,778        —          —          112,288   
  

Income from interest, commissions, and fees

    —          —          28,387        —          —          18,635   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       929,358        —          150,165        884,560        —          130,923   

Lajeado Energia

   Equity stake     219,173        —          —          206,282        —          —     
   Dividends receivable     86,589        —          —          94,810        —          —     
   Income from equity     —          —          37,014        —          —          13,630   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       305,762        —          37,014        301,092        —          13,630   

CEB Lajeado

   Equity stake     80,353        —          —          71,723        —          —     
   Dividends receivable     13,980        —          —          14,606        —          —     
   Income from equity     —          —          17,586        —          —          7,419   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       94,333        —          17,586        86,329        —          7,419   

Paulista Lajeado

   Equity stake     23,507        —          —          18,119        —          —     
   Dividends receivable     3,077        —          —          2,765        —          —     
   Income from equity     —          —          4,463        —          —          (3,096
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       26,584        —          4,463        20,884        —          (3,096

CEEE-D

   Equity stake     —          —          —          7,476        —          —     
   Financing and loans     28,520        —          —          31,258        —          —     
   Income from equity     —          —          —          —          —          (145,118
  

Income from interest, commissions, and fees

    —          —          2,673        —          —          2,895   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       28,520        —          2,673        38,734        —          (142,223

CHC Amé

   Equity stake     98,514        —          —          79,081        —          —     
   Income from equity     —          —          (13,753     —          —          (5,517
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       98,514        —          (13,753     79,081        —          (5,517

EÓLICA MANGUE SECO

   Equity stake     16,889        —          —          16,726        —          —     
   Income from equity     —          —          163        —          —          (332
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       16,889        —          163        16,726        —          (332

ROUAR

   Equity stake     111,775        —          —          70,044        —          —     
   Income from equity     —          —          7,529        —          —          7,240   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       111,775        —          7,529        70,044        —          7,240   

Companhia Celg de Participações - CELGPAR

   Other liabilities - Loans     —          117,080        —          —          109,537        —     
   Financial expenses     —          —          7,543        —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          117,080        7,543        —          109,537        —     

CELG Generation e Transmissão - CELG GT

   Suppliers     —          1,779        —          —          1,082        —     
   Other liabilities     —          50,355        —          —          —          —     
   Fees with the use of electric grid     —          —          13,493        —          —          2,577   
   Actuarial expenses     —          —          484        —          —          —     
   Financial expenses     —          —          129        —          —          —     
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       —          52,134        14,106        —          1,082        2,577   

 

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        12/31/2015     12/31/2014  

COMPANIES

 

TYPE OF OPERATION

  ASSET     LIABILITIES     RESULT     ASSET     LIABILITIES     RESULT  

FOZ DO CHAPECÓ

 

Clients

    434        —          —          458        —          —     
 

Income from service provision

    —          —          134        —          —          137   
  Income from the use of electric grid     —          —          4,672        —          —          4,257   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      434        —          4,806        458        —          4,394   

TIJOA PARTICIPAÇÕES E INVESTIMENTOS S.A.

 

Clients

    352        —          —          362        —          —     
 

Advancement for future capital increase

    —          —          —          649        —          —     
 

Equity permanent stake

    5,666        —          —          167        —          —     
 

Income (Expenses) Equity Method

    —          —          7,345        —          —          167   
 

Income from the use of electric grid

    —          —          3,739        —          —          825   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      6,018        —          11,084        1,178        —          992   

CSE CENTRO DE SOLUÇÕES ESTRATÉGICAS S.A.

 

Advancement for future capital increase

    —          —          —          1,996        —          —     
 

Equity permanent stake

    1,147        —          —          299        —          —     
 

Income from service provision

    —          —          167        —          —          —     
 

Income (Expenses) Equity Method

    —          —          (1,049     —          —          (299
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      1,147        —          (882     1,697        —          (299

EMPRESA DE ENERGIA SÃO MANOEL S.A.

 

Equity permanent stake

    55,409        —          —          594        —          —     
 

Other income

    —          —          —          —          —          1,029   
 

Income (Expenses) Equity Method

    —          —          (1,759     —          —          (594
 

Other expenses

    —          —          (47,905     —          —          —     
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      55,409        —          (49,664     594        —          435   

ENERGIA OLÍMPICA S.A.

 

Equity permanent stake

    2,487        —          —          213        —          —     
 

Income (Expenses) Equity Method

    —          —          2,700        —          —          (213
 

Other income

    —          —          1        —          —          —     
 

Other expenses

    —          —          —          —          —          (1
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      2,487        —          2,701        213        —          (214

CIA HIDREL TELES PIRES

 

Clients

    1,954        —          —          —          —          —     
 

Accounts payable

    —          2,218        —          —          —          —     
 

Income from service provision

    —          —          3,253        —          —          5,759   
 

Other income

    —          —          —          —          —          2,093   
 

Income from the use of electric grid

    —          —          9,926        —          —          —     
 

Purchase of electricity

    —          —          (18,614     —          —          —     
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      1,954        2,218        (5,435     —          —          7,852   

PARAÍSO

  Advancement for future capital increase     4,000        —          —          —          —          —     
 

Income (Expenses) Equity Method

    —          —          (70     —          —          —     
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      4,000        —          (70     —          —          —     

VAMCRUZ PARTICIPAÇÕES S.A.

 

Accounts receivable

    —          —          —          —          —          —     
 

Dividends

    523        —          —          —          —          —     
 

Equity permanent stake

    73,368        —          —          72,993        —          —     
  Advancement for future capital increase     66,892        —          —          —          —          —     
 

Income (Expenses) Equity Method

    —          —          506        —          —          (42
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      140,783        —          506        72,993        —          (42

Rei dos Ventos 3 Geradora de Energia S.A.

 

Accounts receivable

    75        —          —          61        —          —     
 

Equity permanent stake

    39,868        —          —          21,356        —          —     
 

Income from equity

    —          —          (1,406     —          —          —     
 

Income from the use of electric grid

    —          —          622        —          —          570   
 

Equity method income

    —          —          (1,422     —          —          1,801   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      39,943        —          (2,206     21,417        —          2,371   

CHAPADA DO PIAUÍ I S.A.

 

Equity permanent stake

    109,497        —          —          119,057        —          —     
  Advancement for future capital increase     14,040        —          —          —          —          —     
 

Income (Expenses) Equity Method

    —          —          (9,560     —          —          (1
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      123,537        —          (9,560     119,057        —          (1

Chapada do Piauí II Holding S.A

 

Equity permanent stake

    142,187        —          —          108,022        —          —     
 

Income (Expenses) Equity Method

    —          —          (2,358     —          —          —     
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      142,187        —          (2,358     108,022        —          —     

Eólica Serra das Vacas Holding S.A.

 

Equity permanent stake

    97,374        —          —          57,877        —          —     
  Advancement for future capital increase     25,005        —          —          —          —          —     
 

Income (Expenses) Equity Method

    —          —          (592     —          —          (486
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      122,379        —          (592     57,877        —          (486

 

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NOTE 47 – SALARIES OF KEY PERSONNEL

Salaries of key personnel of the Company (directors and advisors) are the following:

 

     12/31/2015      12/31/2014      12/31/2013  

Compensation of Executive Officers and Board Members

     33,625         28,021         25,548   

Salaries and social fees

     6,511         5,934         5,698   

Others

     2,700         1,938         2,617   
  

 

 

    

 

 

    

 

 

 
     42,836         35,893         33,863   
  

 

 

    

 

 

    

 

 

 

NOTE 48 – SUBSEQUENT EVENTS

48.1 Bank guarantee Belo Monte Transmissora

The Subsidiary Eletronorte approved on February 25, 2016, the contracting of Bank Guarantee for the interim loan with BNDES in favour of Belo Monte Transmissora de Energia S.A. The guarantee shall be issued by the Bank Credit Suisse with the following conditions:

 

  Guarantee Value: R$ 100,000

 

  Remuneration: 4.00% p.a.

 

  Periodicity: Quarterly anticipated

 

  Issuance tariff: R$ 1,500.00

 

  Guarantee: fiduciary lien on Extra market shares

48.2 Amendment to Provisional Measure No. 677, of October 7, 2015 – Rearrangement of debt of the Subsidiary CELG D with Itaipu.

On October 7, 2015, an amendment to the Provisional Measure No. 677/2015 was approved in the Plenary, which deals about concession agreements in the electric sector, allows companies included in the National Privatization Program – NPP from 2015 to rearrange debts in foreign currency so it can be converted to national currency, with monthly remuneration based on the SELIC rate variation and with maximum period of 120 months considering the grace and amortization periods.

48.3 Ratification of the Appraisal Report of Assets of RBSE

48.3.1 Subsidiary Eletrosul

The National Agency of Electric Energy – ANEEL, through order No. 2,296, of July 14, 2015, ratified, through decision of its Management, the value of R$ 1,007,043, for the reference period of December 2012, corresponding

 

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to the instalment of the transmission assets of electric energy existent on May 31, 2000, still not amortized for purposes indemnification for the facilities of Existent System Basic Network (Rede Básica do Sistema Existente - RBSE) and other transmission facilities – RPC of the subsidiary Eletrosul Centrais Elétricas S.A., as established in the article 15, §2, of Law 12,783/2013.

The Appraisal Report delivered by Eletrosul to ANEEL had certified initially the value of R$ 1,061 million, reference date of December 2012, as base value for the mentioned indemnification, whereby the residual current book value of the referred assets is of USD 514 million. The Economic-Financial Inspecting Authority (SFF), internal body of ANEEL, through Supervision Report No. 071/2014 of Non-Amortized and/or Depreciated Assets of the Company, existent on May 31, 2000, has estimated preliminarily in January 2015 the value of R$ 995 million, reference date December 31, 2012, for the mentioned indemnification. However, Eletrosul has presented clarifications to ANEEL, with the purpose of increasing the value of such indemnification by its ratification by the Management of ANEEL, in accordance with the presented Appraisal Report.

48.3.2 Subsidiary Furnas

The Subsidiary Furnas Centrais Elétricas S/A has received by the Economic-Financial Inspecting Authority (SFF), internal body of ANEEL, the Supervision Report No. 78/2015 regarding the non-amortized and/or depreciated assets of the Existent System Basic Network (Rede Básica do Sistema Existente - RBSE) of Furnas, existent on May 31, 2000, through which the supervision team of SFF presented its stance on the indemnification value established in the article 15, §2, of Law 12,783/2013, which Furnas has the right to be paid, establishing it in R$ 9,000,000, reference date December 31, 2012.

The Subsidiary Furnas, based on appraisal technical report, had requested the value of R$ 10,699,000. Furnas maintains registered the book value of R$ 4,530,000 in this regard, referring to the reference date of December 31, 2012.

48.3.3 Subsidiary CHESF

On July 13, 2016, the Economic-Financial Inspecting Authority (SFF), internal body of ANEEL, disclosed the Supervision Report No. 0084/2016-SFF regarding the non-amortized and/or depreciated transmission assets of the subsidiary Company Hidro Elétrica do São Francisco (“CHESF”), existent on May 31, 2000, in which SFF has presented its firs understanding related to the remuneration value established in article 15, §2, of Law 12,783/2013, which CHESF has the right to be paid, in the value of R$ 5,092.400, on the reference date December 31, 2012.

On August 3, 2016, ANEEL ratified, through resolution of its Management, the value of R$ 5,092,384, corresponding to the instalment of such assets.

48.4 Remuneration of assets of Generation and Transmission.

Through Norm Resolutions 589 and 596, ANEEL, for purposes of remuneration, has defined the criteria for calculation of the New Replacement Value (NRV) for the transmission assets existent on May 31, 2000, and not yet depreciated (Rede Básica do Sistema Existente - RBSE) and the criteria and procedures for calculation of the instalment of investments linked to reversionary property, not yet amortized nor depreciated, of hydroelectric facilities which concessions were postponed or not, under the terms of Law 12,783.

 

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a) Assets of Energy Generation

On October 2, 2015, the subsidiary Furnas has presented evidence documentation of the investments linked to reversionary property, not yet amortized nor depreciated, of the hydroelectric plants Corumbá, Funil, Furnas, Luiz Carlos de Barreto de Carvalho, Maribondo and Porto Colômbia, with a total installed power of 4,617 MW*, which concessions were renewed under Law 12,783/2013, for the purposes of process of request of generation supplementary remuneration. The documentation presented indicates a value of R$ 1,311,900 as reference value for the mentioned supplementary remuneration, whereby the residual book value of the mentioned assets, on October 2, 2015, was of R$ 995,718.

On December 11, 2014, the subsidiary Chesf presented to ANEEL evidence documentation of investments linked to reversionary property, yet not amortized nor depreciated, of hydroelectric facilities Xingó, Paulo Afonso I, II, III and IV, Apolônio Sales (Moxotó), Luiz Gonzaga (Itaparica), Boa Esperança, Pedra and Funil, with total installed power of 9,208.5 MW, which concessions were renewed under Law 12,783/2013 for purposes of process of request of generation supplementary remuneration. The documentation presented indicated the value of R$ 4,802,300 as reference value for the indicated complementary remuneration, whereby the residual book value of such assets, on December 11, 2014, was of R$ 487,822.

The remuneration related to certain assets of postponed concessions in the following amounts remain without ratification by the Concession Grantor:

 

     06/30/2016  
Description    Chesf      Furnas      CGTEE      Total  

Generation

           

Betterments and improvements

     487,822         995,718            1,483,540   

Thermal generation

     —           489,644         356,937         846,581   
  

 

 

    

 

 

    

 

 

    

 

 

 
     487,822         1,485,362         356,937         2,330,121   

Until the ratification is issued by the Concession Grantor, including the definition on the form, earnings’ period and applicable remuneration, such values shall not be subject to monetary adjustment, being maintained by the historic costs.

b) Energy Transmission Assets

In accordance to the Norm Resolution 589, from December 10, 2013, the controlled companies below presented to ANEEL their appraisal reports of electric energy transmission assets existent on May 31, 2000 (“Appraisal Report”), for the purposes of remuneration process of facilities of the Existent System Basic Network – ESBN, established in article 15, §2, of Law 12,783/2013.

 

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Appraisal Report

 

Company

   Date      R$  

Eletrosul

     07/14/2015         1,060,632   

Chesf

     03/06/2015         5,627,200   

Furnas

     05/21/2015         10,699,000   

Eletronorte

     09/03/2015         2,926,000   

Aneel has presented, through orders, the ratification of remuneration of electric energy transmission assets existent on May 31, 2000, of the controlled companies Eletrosul, Chesf and Furnas as established in the Normative Resolution 589, on the reference date of December 31, 2012, as established below:

 

ANEEL Approval

 

Company

   Date      R$  

Eletrosul

     07/14/2015         1,007,043   

Furnas

     12/15/2105         8,999,520   

Chesf

     08/03/2016         5,092,384   

On April 20, 2016, the Ministry of Mines and Energy – MME has published the Ordinance No. 120, which regulated the earning conditions of remuneration relative to the transmission assets of electric energy existent on May 31, 2000, denominated facilities of Existent System Basic Network (Rede Básica do Sistema Existente - RBSE) and other facilities of Transmission – RPC, not yet depreciated nor amortized, as established in article 15, §2, of Law 12,783/2013.

The Ordinance are comprehended by the reversionary assets which were not depreciated until December 31, 2012, when these companies had the maturity date of concession agreements anticipated, under the terms of Law No. 12,783/13 (converted from PM 579/12).

The remuneration for these assets shall be given as follows:

 

  (i) By the use of corresponding capital of the assets, composed by remuneration and depreciation in addition to due taxes from the tariff process of 2017; whereby the remuneration shall be given through Weighted Average Cost of Capital and the depreciation shall be paid in accordance to the useful life of each asset incorporated under Regulatory Remuneration Base;

 

  (ii) The cost of capital not incorporated since the concessions postponement until the tariff process shall be updated and remunerated by the cost of equity;

From the tariff process of 2017, the capital cost shall be remunerated by the Weighted Average Cost of Capital for the period of eight years.

 

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  (iii) For the companies which did not have the values ratified yet, it was considered as the best alternative of the Management the supervision appraisal issued by ANEEL.

The referred Ordinance mentions that the owed values shall compose the regulatory remuneration base of the companies, i.e. shall be transferred to energy tariffs of the consumers and it shall begin from the tariff process of 2017. Besides the remuneration of assets, the Ordinance also establishes that the capital cost incurred by the companies may be included in these values.

On June 30, 2016, the Company effected its estimation of the updated values of the expenses related to investments, expansions and/or improvements in certain assets of the postponed concessions, as indicated below:

 

Transmission

   06/30/2016  
     Chesf     Eletronorte     Eletrosul     Furnas     Total  

Basic Net - RBSE - Historical Result

     1,187,029        1,732,910        513,455        4,530,060        7,963,454   

Updating - IPCA and compensation

     8,618,015        3,034,562        1,447,350        12,710,295        25,810,222   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financial asset total value (updated)

     9,805,044        4,767,472        1,960,805        17,240,355        33,773,676   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income - recognized in profit and loss in 2016

                              

Operating Income

     8,618,015        3,034,562        1,447,350        12,710,295        25,810,222   

Income Taxes

     (2,930,125     (1,031,751     (492,099     (4,321,500     (8,775,475
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit

     5,687,890        2,002,811        955,251        8,388,795        17,034,747   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Such accounting was performed with basis on the premises defined above, considering the interpretation what regards the Ordinance MME 120/2016, aiming at reflecting in these quarterly information the most accurate economic and results situation. However, as a result of occasional regulation or act in a different sense, which might come to be performed by ANEEL, including in the tariff process of 2017, when the payment of such credits shall be initiated, the book values shall be reviewed and adjusted, with positive or negative effects reflected prospectively, with impact in the period result in which such facts occur.

48.5 Lawsuit for termination of the electro-mechanic assembly agreement- Angramon

A Lawsuit, proposed by the Angramon Consortium with the purpose of terminating the electro-mechanic assembly agreement, based on the payment default by Eletronuclear for more than 90 days, as well as on the non-application, also by Eletronuclear, of penalties or of enforcement of the contractual guarantee.

Eletronuclear has presented defence in the lawsuit through its lawyers and the Angramon Consortium has presented a reply. The anticipation of court decision`s effects has not been granted by the judge. In the same decision, the subpoena of the Federal Union has been determined in order to evaluate occasional interest in the litigation, what has been done on March 22, 2016.

48.6 Impairment Angra 3

In the fiscal year ended on December 31, 2015, the subsidiary Eletronuclear has recognized a provision for decrease of recoverable value (“impairment”) in the amount of R$ 4,973,111, being R$ 4,475,899 on September 30, 2015, and R$ 497,212 on December 31, 2015, related to the project Usina Angra 3, causing a reduction of the corresponding Fixed Assets (see Note 17), which had as counter entry the account of operational provisions. On December 31, 2015, the accumulated value of the “impairment” of Usina Angra 3 in the fixed asset is of R$ 6,063,454 (R$ 1,090,343 on December, 2014).

 

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The Company defined the project Angra 3 as a cash generating unity for purposes of impairment and uses the value in use to determine the recoverable value.

By virtue of the received notices and negotiations underway with project suppliers, there was a change of schedule in the expectation of conclusion, arising out of the temporary suspension of agreements for 90 days, renewable for more 30. With this reschedule, the new date for the start of operations has become December, 2020, with synchronisation established for December 31, 2018. These facts also caused new risks evaluation attributable to the context of project execution. The Company evaluated that such events created, on the reference date of September 30, 2015, evidences sufficiently relevant for the performance of the impairment test in the period.

The methodology applied in the impairment test of the project considers as recoverable asset the costs already incurred until the date of these Financial Statements, comparing with a discounted cash flow extended until the end of the economic useful life of the Plant which corresponds to 40 years, starting from the new start date of the operation, May 1, 2019, considering as economic useful life the license period of the operation compatible with Plant Angra as a similar project.

The discount rate was calculated by the WACC methodology (Weighted Average Cost of Capital), considering the traditional parameters and usually employed in the market.

By virtue of the performance of the impairment test in the period, there was an increase at the discount rate in 0.96%, from 4.51% (December 31, 2014) to 5.47% (September 30, 2015). This rate was maintained for the impairment test performed again on December 31, 2015. The main factors that contributed for this increase were:

 

  ü Beta update: for the beta calculation, a weighting of the betas of comparable companies used in the Technical Note of ANEEL 381/2012 was considered, updated to December 31, 2015, and leveraged by the project capital structure. The adoption of this calculation for the beta consists of the fact that no company of electric energy generation in Brazil possesses assets of nuclear energy generation, in opposition to the sample of companies used in the calculation of beta by ANEEL, which considers American companies with at least 2 nuclear plants of energy generation.

 

  ü Consideration of an additional risk (alfa) related to the project execution.

Another relevant assumption used in the impairment calculation of the project Angra 3 is the synergy among the plants. The Plants Angra 2 and Angra 3 come from similar projects and for that reason the costs parameter of Angra 2 has been used in Angra 3. However, there will be a cost/productivity gain in the entry of Angra 3 as there is no need to duplicate all costs generating activities, since the common areas shall be serving both plants. The synergy evaluated for the project, considering internal studies based on the use of workers of the subsidiary Eletronuclear has pointed to a level of circa 24.5% for the estimation of the operational cost PMSO of Plant Angra 3 in the impairment test of the project.

The whole budget of the project was updated for the basis December 2015, as to reflect the impact of strong oscillations in the inflation and exchange rate indexes, besides the reprogramming of activities given the new project schedule.

 

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It is important to point out that in January 14, 2016, Law 13,255 was approved, where the income was estimated and expenses established for the Union for the fiscal year of 2016, including therein the Investment Budget in the companies in which the Union, directly or indirectly, holds the majority of the corporate capital with voting rights, including the approval of budget allowance and execution for investment action in the project of “Implementation of Thermonuclear Plant Angra 3”, belonging to Eletronuclear, which is expected to be ready to maintain its physical, budgetary and financial execution after evaluation of the Public Budget Control Joint Committee of the National Congress, as well as by the plenary of the National Congress.

A compliance due diligence process of the electro-mechanic assembly agreement of the plant Angra 3 is underway before the Federal Court of Auditors and, on February 3, 2016, Eletronuclear was noticed to provide economic-financial data regarding the project. In accordance to such notice, the process shall be sent to the national congress for exam and evaluation concerning the continuing or paralysation of the physical, budgetary and financial execution of the project. Eletronuclear has answered the notice and is awaiting the analysis of the Court.

Despite the chronological alteration of the project, the Company is assuring the preservation and integrity of the services already performed, and besides that will adopt measures for the implementation of actions at a performance level with the purpose of trying to recover possible impacts in the project schedule for the Usina Angra 3 (December 2020). The company also believes that the net residual value verified after the impairment tests may be recovered throughout the commercial operation of this projet Angra 3.

During the first semester of 2016, the Company altered the expectation of the conclusion of the project Angra 3, whereby the new prediction for the start of operation is December 2022. On December 2015, this prediction was December 2020. In this same period, the entire project budget was updated for the basis of July 2016, reflecting the impact of strong oscillations in the inflation and exchange rate indexes, besides the reprogramming of activities given the new project schedule.

The Company, considering this new situation, reviewed the assumptions of the project Angra 3 and performed a new impairment test of it.

The main assumptions used in the impairment test of this project are depicted below:

 

  ü Organic growth compatible with the historic data and contractual inflation tariff readjustment;

 

  ü The discount rate used in the impairment test of the second quarter of 2016 was of 5.47%, calculated by the WACC methodology (Weighted Average Cost of Capital). The macroeconomic assumptions of the discount rate were updated considering the reference date of June 30, 2016. Such updates resulted in a small decrease, suggesting an immaterial oscillation in the impairment calculation. For this reason, it was not necessary the alteration of the rate used on December 31, 2015.

 

  ü The project contractual tariff of Angra 3 is of R$ 148.65/MWh. For the impairment test, on the reference date of June 30, 2016, the used tariff was adjusted by the indexes established contractually, resulting in the value of R$ 234.18/MWh. The base used in the occasion for the calculation of this tariff had no equivalence with the service cost of the plant, as well as was not compatible with the average practiced in thermic auctions in the occasion, and thus is at a different and inferior level to its sequence and does not proportionate the economic and financial equilibrium of the project;

 

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  ü The Plants Angra 2 and Angra 3 come from similar projects and for this reason the costs parameter of Angra 2 has been used in Angra 3. However, there shall be a productivity/cost gain in the entry of Angra 3 as it is not needed to duplicate all cost generating activities, since common areas shall serve both plants.

The synergy verified for the project, considering internal studies based on the use of workers by the Company has pointed to a level of circa 25.4%, being this percentage used for estimation of operational cost PMSO of Plant Angra 3 in the impairment test.

The Company developed a cash flow from the result values projected for December 2022, at prices of June 2016 for the period of useful life of the plant under analysis. The estimated period is of 40 years for its similarity with Plant Angra 2, which enjoys an operation license for this period. This period is very conservative before the known expectation of operational life of this kind of installation.

The analysis performed by the Company verified a negative Net Present Value (NPV) of R$ 10,155,202. Such result determined a total negative register in the result of the second quarter of 2016 of R$ 4,091,748 and as counter entry an additional impairment write-down in the fixed asset of Angra 3 in the value of R$ 2,414,479 and an additional provision of recoverable value of Nuclear Plant Angra 3, on June 30, 2016, corresponding to R$ 8,477,433 (R$ 6,063,454 on December 31, 2015).

48.7 Renegotiation of the financing agreements debts

On July 07, 2016, through ECF 3,275/2016 a reprogramming of the financing agreements debt of the subsidiary Eletrosul against Eletrobras was executed, with suspension of the enforceability of the principal with incorporation of tax rates, from November to July 2016, in the amount of approximately R$ 168,500.

48.8 Extension of the insurance agreement of Projects Angra 1 and Angra 2

The subsidiary Eletronuclear renewed for another year the insurance of the nuclear plants Angra 1 and Angra 2, with BB Seguridade/Mapfre. The Statement of Insurance Coverage was issued on 10.29.2015 and has a coverage of 24 hours of the day 30.10.2015 to 24 hours of 10.30.2016, fact which was already communicated to the National Committee of Nuclear Energy (NCNE). This kind of guarantee is mandatory for the functioning of plants and its terms comply with the Treaty of Paris, in which Brazil is a signatory. The agreement covers risks up to R$ 1.3 billion.

On September 16, 2016, the subsidiary Eletronuclear has made public that it shall promote a bid in the form of on-site bidding for the provision of nuclear risk insurance services for the plants Angra 1 and Angra 2 for coverage one year after the agreement termination.

48.9 Electric energy purchase and sale agreement

The subsidiary Furnas, on March 3, 2016, exercised the option of the electric energy purchase agreement in free environment with the company Santo Antônio Energia S/A, which supply would be in the period comprehend between January 1, 2017, to January 31, 2020, proceeding to the collection of the amount of R$ 156,747, regarding the original value of the negotiation (R$ 130,000) for the future delivery of this energy and its corresponding update (R$ 26,747).

 

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48.10 Credit line before Caixa Econômica Federal

The subsidiary Eletronorte has approved on January 19, 2016, the fundraising of a Bank Credit Note of R$ 400,000 before Caixa Econômica Federal, with the purpose of financial aid to the cash flow of the Company. The credit line shall be made available to the extent it is necessary.

48.11 Issuance of Commercial Papers

On March 7, 2016, the subsidiary Eletrosul performed the 2nd issuance of commercial papers in single series composed of 500 commercial papers with single face value of R$ 500, amounting to the total value of R$ 250,000, with maturity on March 2, 2017, remunerated at 100% of the accumulated variation of the daily average rates of DI + spread of 3.5% p.a. The issuance costs paid to Bank BTG regarding the structuring and placement commission and firm guarantee was of R$ 6,917.

49 Injection of capital North Energia S.A.

On February 2016, the Management of the Subsidiary Eletronorte approved the injection of R$ 119,880 in the investee Norte Energia S.A. to be performed on March 4, 2016. This value is related to a 19.98% stake that Eletronorte has in the investee, which increased its corporate capital to R$ 9,000,000. After the injection, the Subsidiary holds as invested capital the amount of R$ 1,798,200.

48.12 Absorption of advancement for future capital increase by the corporate capital

On January 14, 2016, the controlled companies of Eletrosul increased their corporate capital through transfer of funds received as advancement for future capital increase as evidenced below:

 

Controlled Companies

   Value  

Chuí IX

   BRL 49,892   

Hermenegildo I

   BRL 173,220   

Hermenegildo II

   BRL 173.244   

Hermenegildo III

   BRL     147,598   

48.13 Advancement for Future Increase of Capital

On April 6, 2016, the Board of Directors of the Company approved the injection of funds in the Company in the amount of R$ 1 billion through Advancement for Future Increase of Capital to be performed by the controller shareholder Union.

The referred funds shall be destined to the coverage of capital expenses for the year of 2016, established in the Company’s budget, forbidden the use of these funds for transfer to the subsidiaries distributors of Eletrobras.

The Company establishes that the referred Advancement for Future Increase of Capital is necessary to aid the sources of necessary funds for compliance with the Global Expenses Program (GEP) 2016, approved by Decree No. 8,632, from December 30, 2015, given the frustration of ingression of some funds originally predicted in its capital budget, such as: (i) non-receipt of dividends expected from some investees given the losses suffered in the fiscal

 

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year of 2015; (ii) non-receipt, up to this date, of the values referring to the supplementary indemnifications of the transmission and generation concessions, renewed under the terms of Law 12,783/2013, given the need to await the regulation by Concession Grantor of the conditions for such payment; and (iii) difficulties in accessing currently the debt market given the current macroeconomic and sector conditions.

48.14 Absorption of accumulated losses

On April 29, 2016, in the 56th Ordinary General Shareholders’ Meeting, the destination of the results of the fiscal year ended on December 31, 2015 was approved, with use of capital reserve for the absorption of the amount equivalent to the account of losses accumulated in the fiscal year, which surpassed the profit reserves.

 

     04/29/2016  

Capital reserves before absorption

     26,048,342   

Absorption of accrued losses -12/31/2015

     (12,181,172
  

 

 

 

Capital reserves after absorption

     13,867,170   

48.15 Conclusion of ANEEL about Order No. 63/2014

The Management of ANEEL, unanimously, in the ordinary session held on May 10, 2016, has concluded: (i) to receive the Administrative Appeal presented by the Centrais Elétricas Brasileiras S.A. – Eletrobras against the Order ANEEL No. 63/2014, issued by the Economic and Financial Oversight (SFF) of ANEEL, to reject it in its merits; and (ii) to determine Eletrobras: (ii.a) that the amortization of debit balance performed by sector agents which entered into financing agreements shall be inscribed directly in the specific account of funds of the Reversion Global Reserve – RGR, within the period of 30 days; (ii.b) to return the value of R$ 1,924.188 – amount referring to the amortization of financing not transferred to Eletrobras to RGR, verified within the period of 1998 to 2011, applying the inflation adjustment based on the rate of the Exclusive Extra-market Fund 5 – EEF 5, since the date of receipt in the ordinary account of Eletrobras until the date of the effective transfer to the account of RGR within the period of 90 days; (ii.c) to return the value of R$ 113,576 – amount referring to the appropriation of Eletrobras of financial burdens of RGR (default interest rates, fines and credit reserve commission), verified within the period of 1998 to 2011 -, applying the inflation adjustment based on the rate of Exclusive Extra-market Fund 5 – EEF 5, since the date of the receipt in the ordinary account of Eletrobras until the date of the effective transfer to the account of RGR within the period of 90 days; (ii.d) to incorporate these incomes monthly in the control of economic flow of the movements of RGR so they can be demonstrated separately; (ii.e) to improve the management system of the funds of RGR, including the development of an information system which allows a regulatory and social control in a transparent and efficient manner within the period of 180 days; and (ii.f) to direct to Economic and Financial Oversight (SFF) the demonstration of the financial enforcement after the fulfilment of the determinations within the period of 30 days.

On May 10, 2016, ANEEL has determined the development by Eletrobras to RGR of funds allegedly not transferred within the fund management as order ANEEL No. 63/2014. Eletrobras, in disagreement with the conclusion of the Executive Management of ANEEL regarding the matter, appealed in the Judiciary aiming at the cancelation of the conclusion of ANEEL about such order.

 

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On August 9, 2016, ANEEL Board approved the suspension until September 27, 2016, as the Company’s request of its decision issued on May 10, 2016, which ANEEL determined the return by Eletrobras, to RGR, of resources allegedly had not been transferred under the management of the fund, as per Order ANEEL 63/2014.

On September 27, 2016 the Board of the National Agency of Electric Energy-ANEEL decided to partially grant the Administrative application filed by Eletrobras in which Eletrobras must return the amount of R$ 1,924,188,432.99 referring to the historical amount for amortization of financing not transferred by Eletrobras to RGR, calculated from 1998 to 2011, applying monetary correction, and, must return the amount of R$ 113,576,621.62, referring to the historical amount to ownership of Eletrobras financial charges of RGR (default interest, penalties and credit reserve commission ), calculated from 1998 to 2011, applying monetary correction, from January 2017, in monthly payments. Despite the partial success, Eletrobras shall take appropriate measures to obtain recognition of the right provided for in Articles 21a and 21b of Law No. 12.783/2013, as amended by Law 13,299/2016.

48.16 Alteration of the dividends payment proposal of the Subsidiary Eletronorte

On April 29, 2016, in Ordinary General Shareholders’ Meeting (OGSM) of the Subsidiary Eletronorte, the shareholders rejected the proposal of destination of the results of the fiscal year referring to the retention of a fraction of the fiscal year’s profits and voted for the distribution as dividends of 100% of the adjusted profits under the terms of Law 6,404/76 in the amount of R$ 80,558.

The accounting reflexes of this decision were registered at the date of the meeting and await definition regarding the dividends payment date.

48.17 Acquisition of corporate interests

 

48.17.1 Subsidiary Eletrosul

b) Paraíso Transmissora de Energia S/A

On June 27, 2016 the Celeo and Copel exercised their right of withdrawal from the company by transferring all of the shares held by Paraíso Transmissora de Energia S/A to the subsidiary Eletrosul. The transfer of 75.5% of the shares to the subsidiary Eletrosul awaits approval by ANEEL.

48.17.2 Subsidiary Chesf

In compliance with the provisions of the shareholders’ agreement of the SPEs Banda de Couro Energética S.A. and Baraúnas II Energética S.A., in 04/04/2016, the shareholder Brennand Energia S.A. paid the subscribed capital and not paid by Chesf. In this sense, the equity interest of the Company in the SPEs was diluted.

48.18 Supply of Gas Agreement - CIGÁS

In accordance to the management’s proposal for the 165th Extraordinary Shareholders Meeting, with respect to the Fuel Consumption Account (FCA) coverage amounts in generation costs of the subsidiary Amazonas Distribuidora de Energia, there is the possibility of non-neutrality of the gas agreement, imposed by Resolution No. 2005 of ANEEL, as of December 15, 2015, which approved the price of the installment of natural gas transportation

 

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provided by CIGÁS - Companhia de Gás do Amazonas to such Distributor in an amount below of the agreement price and by the Order No. 314 as of February 2, 2016, which set the amount of natural gas to be reimbursed by the FCA in 2016, related to commitments of take-or-pay and ship-or-pay of the Urucu-Manaus pipeline, of 4,076,156 m3/day, a lower level than the Contracted Daily Amount (“CDA”) of 5,420,000 m3/day as provided in the Purchase and Sale of Natural Gas Agreement.

Reports prepared by external consultants showed that these two regulatory constraints, considering the premise of the perpetuity of those decisions could lead to an imbalance to the end of the term of the aforementioned Purchase and Sale of Natural Gas Agreement, implying in a risk of loss to the Distributor, in the estimated amount of approximately R$ 6.8 billion, however, the Company evaluates as a low risk of materialization of such loss, because the proposed restrictions were decided on a budget formation process for the CDE/FCA and not in a process to analyze the costs of the gas agreement.

Decree No. 7.246/10 which regulates Law 12.111/09 provides that the price of fuel for own power generation or from third parties is also recognized for FCA reimbursement effect, including transportation expenses, capacity reserve of pipeline transportation and minimum consumption reserve, provided they are not included in the contracted energy costs and of own generation, i.e., in the Company’s evaluation, it is clear legal right relating to the full reimbursement of FCA-Isol and also there are judicial decisions in similar matters already issued in the 2nd instance in which favors the cause claimed by the Subsidiary Amazonas Distribuidora.

In addition, on February 29, 2016, the Company filed a Request for Reconsideration before ANEEL in light of a budgetary restrictions imposed by the Regulatory Agency for the year of 2016. Until the date of presentation of the financial statements (June 30, 2016), the Request for Reconsideration is still pending for ANEEL consideration.

48.19 Oil Reimbursement – Resolution Aneel No. 427/2011

The Company motivated by Resolution Aneel No. 427/2011, which limits the reimbursement of the costs of electricity generation in Isolated Systems, filed a lawsuit to mitigate its effects. The Company believes that the reimbursement of the FCA is a clear legal right without limitation, in accordance to Law 12.111/2009.

Through said court lawsuit, the Second Instance Decision was issued and guarantees to the Company the full reimbursement of generation costs, removing the effects of Resolution ANEEL 427/2011. Accordingly, the Company remains fully reimbursed of its generation costs.

The Company believes that the loss risk is low due to the Decision already made, which is reinforced by Law 13.299/16 which brought the benefit of providing funds for the payment of refunds of fuel acquisition costs incurred up to April 30, 2016 by the concessionaires holders of the concessions referred to in Law 12.111/2009, proven but not reimbursed pursuant to the requirements of economic and energy efficiency referred to in § 12 art. 3rd of such Law. Until the date of presentation of such quarter financial statements (June 30, 2016), it was not possible to estimate the amount related to the process.

48.20 Payment of debentures of the subsidiary Eletrosul’s Specific Purposes Vehicles (SPE)

On January 18, 2016, the controlled companies settled the debentures, as follows:

 

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Date

  

Company

  

Debentures

   Value  

01/18/2016

   Chuí IX    1st and 2nd issue      37.478   

01/18/2016

   Hermenegildo I    1st and 2nd issue      115.660   

01/18/2016

   Hermenegildo II    1st and 2nd issue      100.148   

01/18/2016

   Hermenegildo III    1st and 2nd issue      91.924   
        

 

 

 
           345.210   
        

 

 

 

48.21 Payment of financing and loans of the Subsidiary Eletrosul’s Specific Purposes Vehicles

On January 18, 2016, the controlled companies of Eletrosul effected the settlement of short-term bridge loan with BNDES, as follows:

 

Date

  

Company

  

Type

  

Financial Institution

   Value  

01/18/2016

   Chuí IX    Bridge Loan    BNDES      13.145   

01/18/2016

   Hermenegildo I    Bridge Loan    BNDES      49.681   

01/18/2016

   Hermenegildo II    Bridge Loan    BNDES      47.244   

01/18/2016

   Hermenegildo III    Bridge Loan    BNDES      39.994   
           

 

 

 
              150.064   
           

 

 

 

48.22 Amendments to Law 13.299/2016

On June 21, 2016, it was converted into Law No. 13.299 / 2016, the Conversion Law project No. 11/2016 of Provisional Measure No. 706/2015 (“PLC 11/2016”).

Among other matters, the said project of law recommended different and consistent treatment with the specific challenges of the North region, in order to improve the legal environment governing the electricity sector, which at the time of the enactment of Law No. 12.111 as of December 9, 2009, were not connected to the National Interconnected System – SIN. Among the challenges, we highlight: structural dependence on fossil fuels and operating and maintenance higher costs.

In this context, and applying the amendment to item IX of art. 13 of Law 10.438/2002, which authorized the reimbursement by CDE of the proven fuel expenses and not reimbursed by requirements of economic and energy efficiency, including monetary restatement incurred until April 30, 2016, the Company recorded the amount of R$ 286,014 to monetary restatement linked to this item.

From the amount of R$ 581,221 recognized in the period January to June 2016 regarding the update of the credit balance, R$ 295,207 relates to the update of the renegotiated credits and R$ 286,014 relates to the update of the current outstanding balance until April/2016.

48.23 Judicial Blocks – Process Fator K – UHE Xingó

On May 31, 2016 the Company had blocked funds for the 12th Civil Court of Recife County in the amount of R$ 125.5 million as seizure, regarding the lawsuit of Fator K, in the blocked amount of R$ 497.2, until this date. These legal blocks may impact the financial capacity of the Company and its business, in the short term, especially considering its status as a public electricity service concessionaire, however, the Company’s Management is taking the applicable legal measures to addressing this situation.

 

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48.24 Sale of interests and termination of subsidiaries

On July 22, 2016, the Centrales Hidrelectricas de Centroamerica (hereinafter the “CHC”), in which the Company holds 50% of the capital stock, sold all the shares of its wholly owned subsidiary Centrales Hidrelectricas de Nicaragua (hereinafter “CHN”), which holds the concession of hydro electrical project of Tumarin, located in Nicaragua, with installed capacity of 253 MW (“Project”), by the total amount of US$ 44,200 (“Price”). The sale was made to the Nicaraguan company Eletricidad – ENEL, Nicaraguan state-owned energy company and to the Distribuidora de Electricidad del Norte S.A. – Disnorte, which will be the buyer of the electricity to be generated, which will enable the continuation of the project.

Whereas the project was the one developed by CHC, through the wholly owned subsidiary CHN, which was sold, measures will also be adopted for the discontinuance of Eletrobras’ participation in CHC.

The investment of Eletrobras in CHC, registered on June 30, 2016 is of R$ 87,800, existing, however, a provision for losses of such investment in the total amount invested.

48.25 Merger of the investee Linha Verde Transmissora de Energia S.A. by the subsidiary Eletronorte

Until June 30, 2016, the subsidiary had not received the “agreed” of the Department of Coordination and Governance of State Owned Companies (DEST) to implement the merger of the investee Linha Verde Transmissora de Energia S.A.

DEST issued its approval on July 8, 2016, and thus Eletronorte provides for the processing of the merger of the investee in the next quarter of 2016.

48.26 Renegotiation of acknowledgment of indebtedness agreements of the subsidiary Amazonas Energia

Amazonas Energia renegotiated with Br Distribuidora S.A. and with Companhia de Gás do Amazonas (“Cigas”) acknowledgment of indebtedness agreements incurred until December 2014, taking as collateral the Fuel Consumption Account receivables (“FCA”), and personal guarantee (fidejussória) from its parent company, Eletrobras.

Due to the mismatch of the transfer of FCA funds, Amazonas Energia continues to negotiate new agreements with fuel suppliers to incurred debts as of December 2014, totaling approximately R$ 5.5 billion.

On April, 2016, Br Distribuidora entered in court to collect the amount of R$ 1.7 billion, which is a part of the amount that Amazonas is renegotiating.

Amazonas Energia and Eletrobras are adopting the possible measures to remedy the debt in case. In this regard, on July 4, 2016, the amount of R$ 432,780 related to this debt was paid with funds received from the FCA.

 

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48.27 Extension Disapproval and Return at Any Time of the Concessions and Transfer of Controlling Interest of the distributors CEPISA, CEAL, ELETROACRE, CERON, Boa Vista Energia and Amazonas Distribuidora de Energia.

On July 25, 2016, the 165th Extraordinary Shareholders Meeting resolved the non-extension and return at any time of the concessions and transfer of control of the controlled companies until December 31, 2017 of the distributors of energy of Eletrobras, as Provisional Measure 735, as of June 22, 2016.

The Company also decided that the distributors who not had their concessions extended, shall, if they have the consent of the Concession Grantor, remain responsible for the operation and maintenance of public distribution services of their locations until the transfer of their equity controls, in accordance with Provisional Measure 735/2016, which should occur until December 31, 2017.

Due to the fact that these are federal state owned companies, the transfer of control of the Distribution companies must observe the rules of the National Privatization Plan (“ND”), in particular Law No. 9491 as of September 9, 1997, competing to the National and Privatization Council (“CND “) to approve the operational mode to be applied to each privatization.

Eletrobras also informs that the Distribution companies were included in the Partnership and Investment Program (“PPI”) created by Provisional Measure 727/2016, in order to facilitate the privatization.

On August 3, 2016, the Ordinances of the Ministry of Mines and Energy numbers 420, 421, 422, 423, 424 and 425 were issued, naming respectively the Distributors Amazonas Distribuidora de Energia S.A, Companhia e Eletricidade do Acre – ELETROACRE; Centrais Elétricas e Rondônia S.A – CERON; Companhia Energética do Piauí – CEPISA; Companhia Energética de Alagoas – CEAL; and Boa Vista Energia S.A, responsible for providing public services of electricity distribution, temporarily, in order to ensure continuity of the services, in accordance with Article 9th, first paragraph, of Law 12,783, of January 11, 2016.

Given this definition, the Eletrobras Group distribution companies will carry out re-bifurcation of the portion of the financial asset in the corresponding proportion, until December 31, 2017, deadline of the distributors to remain responsible for the operation and maintenance of public services.

48.28 Order from MME regarding to Companhia Energética de Roraima (“CERR”)

As per the Order of the Ministry of Mines and Energy – MME, of August 3, 2016, the Companhia Energética de Roraima (“CERR”), a company under control of the state of Roraima, had rejected its application for renewal of the concession of electricity distribution services, granted by Ordinance MME 920, as of November 5, 2016.

In this sense, pursuant to Article 9th, first paragraph, of Law 12,783/2013, the Ministry of Mines and Energy appointed the subsidiary of Eletrobras Boa Vista Energia S.A. (“Boa Vista”), as the responsible for providing the distribution of public service of electricity in the area related to the concession of CERR in the state of Roraima, until there is assumption of new concessionaire in new auction to be held or until December 31, 2017, whichever occurs first.

 

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Due to non-renewal of the concession of the Companhia Energética de Roraima – CERR, the shareholders’ agreement entered between Eletrobras and the State of Roraima, on September 12, 2013, to shared management of CERR lost its validity in accordance with the provision of such instrument.

The obligations of Boa Vista in the temporary provision of service will be taken by the new concessionaire, in accordance with the bidding documents to be released by the Concession Grantor and it is not entitled to Eletrobras or Boa Vista, during the provision of temporary services, to make any contribution of resources in CERR, even for maintenance or operation of distribution services.

48.29 Suspension of the Conclusion of ANEEL regarding the Order No. 63/2014

On August 9, 2016, ANEEL Board approved the suspension until September 30, 2016, as the Company’s request of its decision issued on May 10, 2016, which ANEEL determined the return by Eletrobras, to RGR, of resources allegedly not transferred under the management of the fund, as per Order ANEEL 63/2014.

48.30 Cancelation of the Auction of Privatization of CELG-D

On August 16, 2016, the Company informed the market that the bid regarding the Privatization Auction of the subsidiary CELG-D was considered deserted for lack of interested parties and therefore the public session of Auction of CELG-D, which should take place in August 19, 2016 at BM & FBOVESPA, was canceled.

The Company informs that the privatization conditions approved by the National Council on Privatization (“CND”) and the National Bank for Economic and Social Development (“BNDES”), pursuant to the rules of the National Privatization Plan (“PND”) will be reassessed, in particular the Law. 9.491 as of September 9, 1997, to launch a new bid to privatize CELG-D.

48.31 Renegotiation of Debts with BNDES

It was authorized by the National Economic and Social Development Bank – BNDES, on July 12, 2016, the suspension of the start of the debt principal payment and the partial suspension of the payment of interest monthly calculated arising out the agreement with BNDES to implementation of Angra 3 Plant. As per the original agreement clause in case, the early repayment of the principal debt would be on July 15, 2016.

According to the renegotiation, the suspension of the payment of the principal for 24 months was set out, comprising the period from July 15, 2016 until June 15, 2018. With regard to the debt burden, the payment of 70% of interest during the period from July 15, 2016 until February 15, 2017 was suspended. As of March 15, 2017, the subsidiary Eletronuclear will have to pay the full amount of charges monthly calculated.

48.32 Amendment of the prognosis and addition of contingencies

48.32.1 Subsidiary CGTEE

 

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On September 19, 2016, CGTEE controlled amended the prognosis for probable loss of a process in the amount of R$ 28,478.

On September 19, the subsidiary CGTEE added six new processes with possible prognosis of loss in the total amount of R$ 106,427.

48.32.2 Subsidiary Eletrosul

On September 19, 2016, contingencies already accrued suffered an update in the amount of R$ 4,876.

On the same base date, the subsidiary Eletrosul increased in R$ 5,784 the risk provision accounted for and, based on the change of prognosis of the existing claims, decreased in R$ 241,456 the claims that were classified as possible loss.

48.32.3 Subsidiary Ceron

On September 19, 2016, the subsidiary Ceron increased in R$ 5,084 the risk provision accounted for and increased in R$ 8,639 the new claims classified as possible loss.

48.33 Suspension of the operations of Candiota thermoelectric power plant

On September 12, 2016, the Brazilian Institute of Environment and Renewable Natural Resources (IBAMA) fined in R$ 75,000 and ordered the suspension of operations of Candiota thermoelectric power plant, which belongs to the subsidiary CGTEE.

According to IBAMA, the power plant was not complying with the agreements it had entered into with the environmental governmental body with a view to reducing the release of gases and oil to the environment. To resume operation CGTEE will have to comply with the pollutant reduction determinations.

48.34 Beginning of Commercial Operation – Belo Monte

The second UG (management unit) of Belo Monte site and the third UG (management unit) of Pimental site started to operate on July 16, 2016 and on August 5, 2016, respectively.

48.35 Judicial reorganization Abengoa

The Company has been aware of the request of judicial reorganization filed on January 29, 2016, by the companies Abengoa Concessões Brasil S.A. (“Abengoa Concessões”) and Abengoa Greenfield Brasil Holding S.A. (“Abengoa Greenfield”) under the terms of Law 11,101/05. The request was distributed at the 6th State Court of Rio de Janeiro and awaits acceptance.

 

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Abengoa Concessões is shareholder of companies in which the Subsidiary Eletronorte holds equity ownership. This fact does not imply the judicial reorganization of companies in which the Company and Abengoa Concessões Brasil Holding S.A. hold stakes, since these companies are in operation and intent to keep performing their activities, as well as fulfilling their duties regularly.

To the present date, this process of judicial reorganization did not have impact in the operations of the Company, neither in the preparation and presentation of the financial statements related to the fiscal year ended on December 31, 2015. The Management shall keep monitoring the unfolding of this matter, as well as the occasional direct and indirect consequences for the Company, should they exist.

48.36 RBSE Recognition – Investees

a) CTEEP

On June 30, 2016 CTEEP – Company of Electricity Transmission Paulista, in which Eletrobras participates in minority form with 35,40% of the share capital, made the disclosure of its interim financial statements with the audit report containing qualified opinion on valuation and accounting of assets RBSE.

The management of CTEEP understand that although the basic values relating to RBSE facilities are available and approved by the Board of ANEEL, there are still many uncertainties, it is not possible to estimate reliably the updated value of this right and, therefore, keep in its records the historical balance of these assets until they get more detailed guidance by regulatory agencies to measure reliably the asset.

Thus, Eletrobras, with the use of public data and proprietary methodology, simulated updating and accounting of these assets on the base date of September 30, 2016 and the reflexes that would impact the results from the equity.

The simulated values are as follows:

 

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Transmission

   09/30/2016  
     CTEEP *  

Basic Net - RBSE - Historical result

     1,490,996   
  

 

 

 

ANEEL Approval assets value

     3,896,328   

Updating - IPCA and compensation

     2,421,651   
  

 

 

 

Financial asset total value (updated)

     7,808,975   
  

 

 

 

% equity ownership

     35.40

Profit and Loss

      

Operating Income

     6,317,979   

Income taxes Allowance

     (2,148,113
  

 

 

 

Estimated net profit on CTEEP

     4,169,866   
  

 

 

 

Equity income

     1,476,133   
  

 

 

 

Potential effect on Eletrobras’s results

     1,476,133   
  

 

 

 

b) CEEE GT

CEEE-GT invested in which Eletrobras participates in minority way with 32.59% of the capital had on June 30, 2016 the amount of R$ 1,333,934 related to the portion of non-depreciated transmission assets and existing on May 31 2000 belonging to the Basic Network of the existing system – RBSE.

Following this compensation process for assets linked to RBSE, Aneel published Normative Resolution No. 589, of December 10, 2013, defining the criteria for calculating the New Replacement Value (NRV) of transmission facilities, for compensation purposes.

In this sense, considering the commands of ANEEL Resolution, CEEE-GT, on December 27, 2013, sent to the regulator the schedule for completion of the evaluation report value that these assets considering the criterion of new replacement value.

As Order No. 1643 issued by ANEEL on June 16, 2016, CEEE-GT obtained as approved amount of appropriate compensation to assets not fully depreciated and existing on May 31, 2000, the amount of R$ 836,283 on the basis of 31 December 2012. Since the gross value of property for compensation purposes (New Replacement value – VNR) totaled R$ 2,741,278.

Within this context, was issued on April 20, 2016 Ordinance No. 120 MME, which established that the amounts approved by ANEEL under the non-depreciated assets on May 31, 2000, start to compose the Regulatory Asset Base of the transmission and the cost of capital of these added to its Annual Revenue Allowed – RAP.

 

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Also determined the Ordinance, the capital cost of these assets will be recognized from the 2017 tariff process, through the adjustment and revision as the rules in the concession agreements and should incorporate the RAP from said process for a period of eight years. In addition, Ordinance No. 120 MME determined that the cost of capital is not built from the extension of the concessions to the tariff review, should be updated and paid for the cost of equity, real, the transmission segment, defined by ANEEL.

In this way, the final amount of R$ 1,333,934 consists of the approved amount for compensation purposes, the relevant property of the Basic Network Existing System – RBSE added capital cost (compensation and depreciation) date to the period from June 2016, which is paid for the cost of equity segment.

Therefore, the CEEE-GT recorded a gain of R$ 606,482 net of taxes, and reflexively registered by Eletrobras by equity amounting to R$ 197.652 million.

48.37 Belo Monte Arbitration

Eletrobras hold a total of 49% of the capital of Norte Energia SPE SA (NESA), responsible for the construction of the hydroelectric plant of Belo Monte. There is a divergence between the partners as the application of the clause in the Shareholders’ Agreement that deals with the purchase and sale of energy generated by the Belo Monte dam, to be aimed at hiring Free Environment – ACL, a portion of. While the partners interpret that Eletrobras must acquire this energy, this Company believes that such an obligation does not exist. The Shareholders ‘Agreement provides that disputes be settled by arbitration and on April 2016 the Shareholders’ Meeting of North Energy AS (“NESA”) ruled by the introduction of such a procedure.

48.38 Compulsory Loan

Eletrobras adjusted the amounts recognized in financial statements as of December 2014 to reflect subsequent events that provided evidence of the conditions that existed at the end of the reporting period to which they relate date of issue of these financial statements, this way, the total of subsequent adjustments arising from the compulsory loan had a net effect of R$ 4,141,503 in financial statement as of December 2014 and, consequently, in the present financial statement, reflecting effect such adjustments brought about a reversal of R$ 4,141,503. See Note 31.

In the first half of 2016, the Company revised its measurement estimates and the loss probability of certain judicial lawsuits relating to the compulsory loan. These facts resulted in an increase of R$ 2,060,106 in the provision for contingencies in the period ended on June 30, 2016.

48.39 Subsequent events – ICMS (valued added tax) – Fuel accounting consumption

 

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Eletrobras set the amounts recognized in its financial statements to reflect subsequent events that demonstrate conditions that existed at the end of the reporting period referred to the financial statements, this way was made the adjustment as described on note 42.

48.39 Provisional Measure No. 735

On June 23, 2016, Provisional Measure No. 735 stablishes that from 1 January 2017, the activities related to the management and administration of sector funds RGR, CDE and CCC will be transferred to the Electricity Trading Chamber – CCEE.

Once the these activities are transferred to the CCEE, Eletrobras will continue to engage with more exclusivity to its business generation, transmission, distribution and sale of electricity, according to its strategic vision to act in an integrated way in the energy markets , profitable and sustainable.

Wilson Ferreira Júnior

President

 

Armando Casado de Araújo    Carlos Eduardo Gonzalez Baldi
Financial and Investor Relationship Director    Generation Director
Lucia Casasanta    Alexandre Vaghi de Arruda Aniz
Compliace Director    Administrative Director
Luiz Henrique Hamann    José Antônio Muniz Lopes
Director of Distribution    Director of Transmission

Rodrigo Vilella Ruiz

Accountant

 

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LOGO

Independent Auditor’s Report

To the Board of Directors and Shareholders

Madeira Energia S.A. – MESA

We have audited the accompanying consolidated balance sheet of Madeira Energia S.A. – MESA and its subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive loss, changes in equity and of cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the auditing standards generally accepted in the United States of America and in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Madeira Energia S.A. – MESA and its subsidiary at December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The accompanying consolidated statements of operations, comprehensive loss, changes in equity and of cash flows of the Company for the year ended December 31, 2013 was not audited, reviewed, or compiled by us and, accordingly, we do not express an opinion or any other form of assurance on them.

São Paulo - Brazil

October 10, 2016

/s/ Pricewaterhouse Coopers

Auditores Independentes

 

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LOGO

Independent Auditor’s Report

To Board of Directors and Shareholders

Norte Energia S.A.

We have audited the balance sheet of Norte Energia S.A. (the “Company”) as of December 31, 2015, and the related statements of operations, comprehensive loss, of changes in equity and of cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company as of December 31, 2014 and for the year then ended were audited by other auditors whose report dated February 2, 2015 expressed an unqualified opinion on those statements.

We conducted our audit in accordance with the auditing standards generally accepted in the United States of America and in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Norte Energia S.A. at December 31, 2015, and the results of its operations and cash flows for the year then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Brasília - Brazil

October 10, 2016.

/s/ PricewaterhouseCoopers

Auditores Independentes

 

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